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User Terms and Conditions

1. Introduction

1.1 These are the terms of use (the “Terms”) for awraaq.com (the “Site”) and the application (the “App”) operated by Gulf Energy Corporation Limited an international company, having its registered office at c/o Trident Trust Company (UAE) Ltd. , Office 4106 and 4107, Level 41, Tower AA1, Mazaya Business Avenue, Jumeirah Lakes Towers, P.O Box 214745, Dubai, United Arab Emirates (“GECL”, "us", "we", or "our"). We are registered with the Ras Al Khaimah Free Trade Zone and our commercial license number is IC20120226.

AWRAAQ is an online information platform which allows individuals who act as institutional, sophisticated or accredited investors or fund managers to register in order to gain membership to the platform to review information in the private and public equity industry and, on payment of a fee to be connected with each other with a view to closing share purchase and sale transactions.

1.2 We are not a regulated financial company and do not offer financial services on the Site and App or off the Site. We do not participate in any financial transactions or share transfers between you and broker-dealers.

1.3 By accessing or using the Site or App in any manner, including, but not limited to, visiting or browsing the Site or App, you agree to be bound by these Terms.

1.4 These terms and conditions may be updated from time to time and were last updated on 12 December 2016. You should regularly check these terms and conditions to see if any changes have been made.

2. Access to the Site or App

2.1 We reserve the right to prevent you from using the Site or App if you have not complied with these terms.

2.2 As part of the application process to use the Site or App you must register. On registration, you must provide us with accurate, complete registration information and it is your responsibility to update and maintain changes to that information.

2.3 We cannot guarantee the continuous, uninterrupted or error-free operability of the Site or App. There may be times when certain features, parts or content of the Site or App, or the entire Site and App become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Site or App, or any features, parts or content of the Site or App.

2.4 We may issue upgraded versions of the Site and App and may automatically upgrade the version of the Site and App. We may change, expand and improve the Site and App. We may at any time cease to continue operating part or all or selectively disable certain aspects of the Site and App.

3. Registering an AWRAAQ Account

3.1 In order to create your own profile you will need to register an Account with us (your “Account”). When registering your Account we will ask you to provide:

3.1.1 your full name; 3.1.2 a valid and subsisting email address; 3.1.3 country of current residency; 3.1.4 country of citizenship; 3.1.5 a valid and subsisting telephone number and mobile number; 3.1.6 details of the duly authorised firm being used to represent your transactions; and 3.1.7 any other information reasonably requested by us as part of the registration process.

3.2 We reserve the right to decline a new registration or cancel your Account at any time (including if you do not provide us with a valid e-mail address that is personal to you). If we in our reasonable opinion believe that your membership is being abused in any way, then we may cancel or suspend your access to the Site and App without notice to you.

3.3 You warrant that the information you input on registration of your account is true, complete and accurate. You will promptly inform us of any changes to such information (you can do this by updating your Account details at any time). The personal information you give us is governed by our privacy policy, which is published on the Site and App.

3.4 If you hold yourself out to be an institutional, sophisticated or accredited investor or a fund manager, you warrant that you meet the criteria in the country where the share transfer or sale will take place to be classified as one of the above. We accept no responsibility for verifying that you qualify as an institutional, sophisticated or accredited investor or a fund manager.

3.4 In order to register and access your Account, you will need to choose a password. It is important to keep this password confidential because you are entirely responsible if you do not maintain the confidentiality of your password and offers are redeemed via your Account. Let us know as soon as you become aware there has been a breach of security and we will suspend your Account. You agree that any person who you directly or implicitly permit to use your password (implicitly, for example, because you write it on a notice-board next to your home PC and a family member then uses it to gain access to your Account) is authorised to act as your agent to use the Site or App and redeem offers via your Account.

4. Connecting with Other Members (“Members”)

4.2 You warrant that in any private or public share sales and purchases in which you may become involved, you and the other party or parties will each be represented by firms or companies that are duly licensed and authorised to conduct share sale and purchase transactions in the relevant jurisdictions to the transaction that you and the other party or parties are intending to enter into.

4.3 We accept no responsibility for ensuring that any transactions undertaken as a result of using the Site or the App fulfill any legal or regulatory requirement in the country or countries where the shares are bought or sold.

4.4 You are required to verify the identity and status of any Member with whom you are connected via the Site or App.

4.5 While we take care to ensure that Members details are correctly recorded, we do not warrant their accuracy or authenticity.

4.6 In particular, you must always check that any Member with whom you wish to finalise a sale or purchase of shares is a professional, accredited or sophisticated investor and that any transaction is conducted through a duly licensed and authorised firm or company in the relevant jurisdictions in which the sale or purchase is to take place.

4.7 Our responsibility is only to connect you via our Site and App on your request to another Member(s) with whom you have expressed an interest in entering into the sale or purchase of shares.

5. Connection Fee

5.1 You will be asked to pay a connection fee in the amount of USD5,000 prior to being connected with the other Member or Members with whom you wish to reach an agreement in relation to the share purchase and sale. It will not be possible to connect with the other Member or Members without payment of this connection fee.

5.2 Payment of a connection fee or being connected to another Member does not guarantee that a transaction will be concluded between you and the Member with whom you have requested to be connected.

5.3 You must pay this fee using one of the following payment methods:

5.3.1 credit card payment through our Site and App. 5.3.2 direct deposit or bank transfer to the following account: Account holder: Gulf Energy Corporation Limited Bank: Noor Bank, Sheikh Zayed Road Branch Account number: 00110711840039 IBAN: AE420520000110711840039 Currency: USD

5.4 We reserve the right to waive the connection fee in our sole discretion.

5.6 We will not issue refunds for any reason. If you wish to cancel your request, you will forfeit your fee.

6. Prohibited Conduct

6.1 You may only use this Site and App for personal non-commercial use and only in accordance with these Terms. You may retrieve and display content from the Site or App on a computer screen, print and copy individual pages, and, subject to the next section, store such pages in electronic form. Additional terms may also apply to certain features, parts or content of the Site or App and, where they apply, they will be displayed before you access the relevant features, parts or content. You agree that you will not use the Site or App for any revenue generating endeavor, commercial enterprise or other purpose for which it is not designed or intended, including any unauthorised non-commercial marketing and promotional campaigns, target or mass solicitation campaigns or political campaigning.

6.2 You may not use any content of the Site or App (“Content”) for any unlawful purpose. Except as expressly set out in these terms and conditions, you may not publish, broadcast, transmit, modify, adapt, create derivative works of, store, archive, publicly display or in any way commercially exploit any of the Content available on the Site or App.

6.3 You may not:

6.3.1 Redistribute any of the Content, including headlines (such as using them as part of any syndication, Content aggregation, news aggregation, library, archive or similar service); or 6.3.2 Remove the copyright or trade mark notice from any copies of the Content; or 6.3.3 Create a database in electronic or structured manual form by systematically and/or regularly downloading/printing and storing all or any of the Content; or 6.3.4 Deep link to, frame, spider, harvest or scrape the Content or otherwise access the Site for similar purposes; or 6.3.5 Use any machine, electronic, web-based or similar device to read or extract the Content by automated or machine-based means. You warrant that when using the Site or App you shall not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of any national or other securities exchange.

7. Access through Devices

7.1 If you are accessing the Site or App on a mobile device such as an iPhone, iPad or other device, you will also need to agree to be bound by any additional terms issued by the platform provider, such as Apple, Inc., in order to use the Site or App on that device.

7.2 We do not warrant that the Site or App will be compatible or interoperable with your device or any other hardware, software or equipment installed on or used in connection with your device.

7.3 You acknowledge and understand that when using the Site or App from your phone it will require and utilise phone service or data access. Carrier rates for phone and data may apply and you are responsible for any such charges.

8. Security and Privacy

8.1 Certain personal information and other information provided by you may be stored on your device even if such information is not collected by the Site or App. It is your responsibility to maintain the security of your device from unauthorised access. Use by the Site or App of any personally-identifying information is subject to the Awraaq Privacy Policy (the “Privacy Policy”).

8.2 We may investigate any complaints or reported violation of the Site or App and these terms and conditions and take any action that we deem reasonable and appropriate (which may include but not be limited to, issue warnings, suspending, terminating or attaching conditions to Site or App access and/or removing any materials on the Site or App).

9. Electronic Communications

9.1 When you use the Site or App or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

9.2 If you provide the Site or App with an email address that will result in any messages from us being sent to you via a network or device operated or owned by a third party (e.g. your employer) then you warrant that you are entitled to receive those messages.

10. Intellectual Property Rights

10.1 All intellectual property rights (which includes rights such as copyright and rights in trade marks) in any Content of the Site or App (including text, graphics, software, photographs and other images, videos, sound, trade marks and logos) are appropriately licensed to us. Except as expressly set out in these Terms, nothing in these Terms gives you any rights in respect of any intellectual property licensed to us and you acknowledge that you do not acquire any ownership rights by downloading content from the Site or App. If you print off, copy or store pages from the Site or App (only as permitted by these terms and conditions), you must ensure that any copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.

11. Content on the Site or App

11.1 We may change the format and Content from time to time. You agree that your use of the Site and App is at your sole risk.

11.2 We cannot and do not guarantee that any Content will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of Content.

11.3 Each Company that appears on the Site or App is continually reviewed for eligibility to appear on the Site or App. The information generally available to Members includes but is not limited to the following:

11.3.1 the year during which the Company was founded; 11.3.2 Company’s name; 11.3.3 Company’s main location; 11.3.4 Company’s industry; 11.3.5 Company’s type; 11.3.6 Company’s overview; and 11.3.7 such other information as may be added at our discretion.

11.4 The information which can be requested by Members is an expression of interest to:

11.4.1 buy shares in a private or public company; 11.4.2 sell shares in a private or public company; and 11.4.3 make any further enquiries.

11.5 We attempt to be as accurate as possible. However, much of the information associated with the Site and App is provided by third parties which we rely on to be accurate and non-misleading. Accordingly, we do not warrant that the Site or App and content on this Site or App are complete, accurate, non-misleading, reliable, current or error-free.

12. CONTENT POSTED ON OTHER WEBSITES OR APPLICATIONS

12.1 Our Site and App may contain links to third party products, services and/or websites that are not affiliated with us. We are not responsible for the content of these websites or applications or for anything provided by them and do not guarantee that they will be continuously available.

12.2 By linking to a non- awraaq.com website or application, we do not represent or imply that it endorses such website or application. We disclaim any responsibility for any harm resulting from your use of non- GECL websites and applications.

13. Liability, warranty and indemnity

13.1 You represent and warrant that your use of the Site or App will be in strict accordance with the Privacy Policy, with these Terms and with all applicable laws and regulations.

13.2 You agree that the Content is only for your general information and use and is not intended to address your particular requirements.

13.3 The Content does not constitute any form of advice, recommendation, representation, endorsement or arrangement by us or any of our employees and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions. Appropriate independent advice should be obtained before making any such decision.

13.4 Any agreements, transactions or other arrangements made between you and any third party named on (or linked to or from) the Site or App are at your sole discretion and responsibility.

13.5 We are not responsible for any use of the Content by you in any circumstances.

13.6 By using the Site or App and its Content, you expressly agree that such use is at your sole risk.

13.7 The Site and App is provided on an “as is”, “as available” and “with all faults” basis. You agree that we will not be liable to you for any losses which relate to your business or investment choices including lost profits or loss of privacy or loss of or damage to data.

13.8 You accept that we do not give away any warranties in respect of the Site and App or its Content.

13.9 We specifically disclaim the following with respect to the Site or App and its Content: implied warranties or conditions of title, merchantability, fitness for a particular purpose, or non-infringement of any service or property acquired by you from a third party; the accuracy, timeliness, security and performance of the Site and App; or freedom from any errors or viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful.

13.10 We are not liable for matters beyond our control. We do not control telephones, third party communications networks (including your Internet Service Provider) or the Internet or the acts of third parties and you agree that we can therefore not be liable for any problem experienced by you on account of faults and failures in such systems.

13.11 In no event will we, our suppliers or licensors, be liable for (i) any damages whatsoever (including, without limitation, direct, indirect, special, punitive, incidental or consequential loss or damage) incurred by any user in connection with the Site or App or in connection with he use, inability to use, or results of the use of the Site or App, any websites linked to it and any materials posted on it (including the details), including, without limitation any liability for: loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of goodwill; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable; (ii) the cost of procurement or substitute products or services; or (iii) for interruption of use or loss or corruption of data. We shall have no liability for any failure or delay due to matters beyond our reasonable control. The foregoing shall not apply to the extent prohibited by applicable law. However, nothing in this contract shall limit or exclude any liability on us for death, personal injury or any claim or action arising from our fraud or dishonesty.

13.12 You agree to indemnify, defend and hold harmless GECL, its shareholders and their respective directors, officers, employees and agents from and against any and all claims, actions, demands, damages, losses and expenses, including attorneys’ fees, arising out of your use or misuse of the Site or App or the Content, your violation of these Terms, your violation of any third party’s proprietary rights or any disputes between you and one or more users connected to or otherwise arising from the Site or App in any way.

13.13 You shall not enter into any settlement or compromise of any such claim or action without the prior written consent of us and we may, at our sole discretion, assume and control the defence of any such claim or action.

14. Miscellaneous

14.1 You may not assign any part of these Terms without our prior written consent. We may assign our rights and obligations to an affiliate.

14.2 These Terms do not create any agency, partnership or joint venture among us.

14.3 If any provision in these Terms is or becomes invalid, illegal or unenforceable then it shall, to the extent required, be severed and shall be ineffective and the validity of the remaining provisions shall not be affected in any way.

14.4 These Terms constitute the entire agreement between us about the subject matter of these Terms and supersede and extinguish all earlier discussions, understandings and agreements between any of the parties.

14.5 No failure or delay by any party in exercising any right under these Terms shall operate as a waiver of such right nor shall any single or partial exercise of any right preclude the exercise of any other right.

14.6 All notices, including those of termination or breach, must be in writing and addressed to the other party’s legal representative or primary contact via email. Notice will be treated as given on receipt. These notice requirements do not apply to legal service of process which is governed by applicable law.

14.7 These Terms will be governed by and interpreted in accordance with the laws of the Dubai International Financial Centre (the “DIFC”).

14.8 In the event of a dispute arising between the parties in connection with these Terms:

14.8.1 where the dispute relates to a claim for a sum within the limits specified by the DIFC Small Claims Tribunal from time to time, then the dispute shall be referred by either party to the said Tribunal; and 14.8.2 for all other disputes, the parties shall seek settlement of that dispute by mediation in accordance with the Mediation Rules of the DIFC-LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference to this clause. If the dispute is not settled by mediation within 30 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference to this clause. The language to be used in the mediation and in the arbitration shall be English. In any arbitration commenced pursuant to this clause the number of arbitrators shall be one and the arbitration shall be conducted in Dubai.

15. Contact Us

15.1 If you have any questions about this policy, please contact us:

Gulf Energy Corporation Limited
www.awraaq.com
Office 4106 and 4107, Level 41, Tower AA1,
Mazaya Business Avenue, Jumeirah Lakes Towers
Dubai, UAE

P.O Box 214745
Dubai, UAE
Tel: +971 4 4558705
Fax: :+971 4 4558556
Email address: info@awraaq.com