Legal Terms and Conditions of Use

 

These terms and conditions of use (these “Conditions”) apply to, and govern, your use of this Website (as such term is hereinafter defined).  Unless otherwise specifically defined herein, defined terms shall have the meanings ascribed to them in clause 1 (Definitions and Interpretation) of these Conditions.  By accessing, visiting and/or otherwise using this Website and/or registering as a Registered User (as such term is hereinafter defined), you hereby irrevocably and unconditionally accept these Conditions [and the Privacy Policy], which is deemed incorporated into, and form part of, these Conditions.

If you register for an account with Website and/or subscribe for any of the Facilities, any related terms that you agree to when you register, sign up and/or subscribe for any of the Facilities are also incorporated into and form part of these Conditions. [Any reference to the Conditions shall be deemed to include the Privacy Policy and the terms and conditions for registration and/or use of an account and the subscription for the Facilities].  If you do not agree to these Conditions, please do not use this Website, register or sign up for an account and/or request, or register for any of the Facilities. The Owner and the Artist each irrevocably and unconditionally reserve the full and unfettered right to modify, amend and/or supplement these Conditions without notice. Your continued use of the Website and/or any of the Facilities following the applications of such modifications, amendments and/or changes to these Conditions will mean you accept those changes.

1              DEFINITIONS AND INTERPRETATION

1.1               In these Conditions, the following defined terms shall have the meanings ascribed to them:

DEFINED TERM MEANING
Affiliates means with respect to any person, any other person that, directly or indirectly: (a) owns or who has Control over the first person, (b) is owned by the first person, or such first person has Control over such other person, or (c) is commonly owned or under common Control with the first person. For the purposes of this definition, (a) the term “own” or “owned” means ownership of some of the equity interests or rights to distributions on account of equity of the person in question and (b) the term “Control” means the power to direct the management or policies of the first person, whether through the ownership of voting securities, by contract, or otherwise.  The terms “Control” “Controlling” and “Controlled” shall be construed accordingly
Applicable Law means any law, subordinate legislation, statute, by-law, regulation, treaty, judgment, decision, rule, notice, order, code of practice (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of, or made by, any Competent Authority
Arbitration Law has the meaning given to such term in clause 22
Artist means Sharmaine Theresa Pretorius, a national of South Africa
Artist’s Group means the Artist, the Owner, their Affiliates and each of their respective shareholders, directors, officers, employees, advisors, contractors and representatives
Artwork means any and all artwork, composites, concepts, creations, designs, depictions, drawings, ideas, illustrations, impressions, paintings, portrayals, prints, preparatory works, originals, representations, reproductions, sculptures, sketches, created, developed and/or produced by, or on behalf of, the Artist
Assurance means any express or implied assurance, commitment, declaration, guarantee, promise, representation, undertaking and/or warranty
Claim means any and/or all actions, causes of actions, claims, demands, investigations, judgments, obligations, liabilities, set-offs, settlements or the like, in any jurisdiction or country, whether known or unknown, suspected or unsuspected, contingent or non-contingent, past, present or future, at common law, civil law, equity or otherwise
Communications means any audio material, audio-visual material, communications, content, data, files, images, materials, messages, text, visual imagery or other materials posted to, uploaded to, sent to, received from and/or displayed on the Website and/or any of the Facilities
Communications License has the meaning given to such term in clause 9.1
Competent Authority any local, national or supranational agency, authority, department, inspectorate, minister, official, court, tribunal or public or statutory person (whether autonomous or not) that has jurisdiction over you, any member of the Artist’s Group, the Website, the Content and/or the Facilities (or any part thereof)
Content means the articles, audio, audio-visual imagery, depictions, graphics, illustrations, images, photographs, paintings, pictures, representations of the Artwork, texts, video clips, visual imagery, visuals and other materials on the Website and/or on the Facilities
Contested Material has the meaning given to such term in clause 10.2(a)
Facilities means any and all applications, functionality, newsletters, notifications, online auctions, products, sales, services and other digital offerings that may be provided by, or registered with, the Artist and/or the Owner through the Website
Indemnified Claim has the meaning given to such term in clause 12.2
Intellectual Property Rights means: (a) copyright, patents, know-how, confidential information, database rights, and rights in trademarks and designs (whether registered or unregistered) used and/or developed; (b) applications for registration, and the right to apply for registration, for any of the same; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world in any and all media and formats, whether now known or hereafter devised
Non-Monetary Remedies has the meaning given to such term in clause 14.1
“OMR” or “Omani Rials” means the lawful currency of the Sultanate of Oman
Owner means Sharm.T.P. Ltd., a limited liability company incorporated in the Cayman in the Cayman Islands, whose correspondence address is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, Cayman Islands, KY1-1104
Permitted License has the meaning given to such term in clause 2.1
Permitted Purpose has the meaning given to such term in clause 2.1
Privacy Policy means [____]
Registered User means any user who registers with the Website and/or for any of the Facilities
Viruses means any software, routine or device including cancelbots, computer viruses, Easter eggs, hacking, spamming, spyware, time bombs, trojan horses, and/or similar mechanisms
Website means the website with URL: [https://72.52.133.169:2087/ and 2083]  including the arrangement, coordination, selection, coordination, and “look and feel” thereof
Working Days means days on which companies and banks are generally open for business in the Sultanate of Oman

1.2               For the purposes of these Conditions, except to the extent that the context otherwise requires:

(a)                the singular includes the plural and vice versa;

(b)                terms not defined in these Conditions shall have the meaning ordinarily ascribed to them in the Oxford English Dictionary (Second Edition);

(c)                a “person” includes an individual and a juristic person together with that person’s legal representatives, successors, beneficiaries and assign;

(d)                references to clauses are references clauses of these Conditions;

(e)                except as specified in these Conditions references to any decree, decision, enactment, law, legislation, order, ordinance, regulation, rule or legislation, including any amendment thereof;

(f)                 references to the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of similar effect;

(g)                an obligation on a person to do an act includes an obligation to procure that it is done;

(h)                where a person is placed under a restriction in these Conditions, the restriction includes the obligation on that person to use reasonable endeavours not to effect the infringement of that restriction by any other person;

(i)                  references to “we” or “us” refer to the Owner and/or the Artist; and

(j)                  an indemnity given by a person to another is a full indemnity against all Claims except as otherwise stated.

2              LICENSE TO USE THE SITE AND SERVICES

2.1               Subject to, and in strict accordance with, your full compliance with these Conditions, the Owner hereby grants to you a non-exclusive, non-transferable, conditional, revocable, limited right (the “Permitted License”) to access, use and/or display the Website and the Content displayed thereon, for your personal informational use only (the “Permitted Purpose”).  You shall not, in any manner whatsoever: (i) modify, amend and/or supplement; (ii) create any derivative works from; (iii) participate in the sale or transfer of; (iv) use or facilitate the use of; and/or (v) exploit, copy and/or post elsewhere, the Website, the Content, the Facilities and/or any portion thereof for any use, other than the Permitted Purpose in accordance with the Permitted License, without the express prior written consent of the Owner (which may be granted or withheld in its absolute and sole discretion).

2.2               The Permitted License entitles you to download one copy of the Content from the Website for your personal informational use only, provided always, that you maintain all copyright, attributions, and other notices contained in such Content, including, trademarks and service marks of the Artist and/the Owner at all times (as applicable).  All Content is provided for use only in the context of the Permitted License and the Permitted Purpose, and are subject to all of the limitations set forth herein. All rights not expressly granted herein are unequivocally and unconditionally reserved for the Owner.

2.3               You shall not, in any manner whatsoever:

(a)                use any robot, spider, other automatic device, or manual process to monitor or copy the Website, the Content and/or the Facilities (or any part thereof) for any purpose whatsoever (including the Permitted Purpose);

(b)                take, permit and/or allow to subsist, any action that imposes a disproportionate and/or unreasonable large load on the Website and/or any of the Facilities (or any part thereof);

(c)                assign, create derivative works from, disseminate, distribute, license, publish, reproduce, rewrite, sub-licence, transfer, transmit and/or sell any Content and/or any of the Facilities without the express prior written consent of the Owner (which may be granted or withheld in its absolute and sole discretion);

(d)                interfere, or attempt to interfere with the operation or functionality of the Website and/or any of the Facilities in any way through any means, including through the installation, introduction, maintaining, posting, uploading and/or sending of Viruses and/or any other means prohibited by these Conditions and/or Applicable Law;

(e)                decompile, deconstruct, disassemble, reverse-engineer, store in a retrieval system, transcribe, translate into any language (including code or computer language) and/or retransmit in any form, or by any means, including, electronically, mechanically, photo reproduction, recordation and/or otherwise, the Website, the Content, the Facilities and/or any portion thereof, without the express prior written consent of the Owner (which may be granted or withheld in its absolute and sole discretion).

3              TERMINATION AND/OR CHANGE

3.1               The Owner shall have the right (for convenience), in its absolute and sole discretion, to immediately modify, change, amend, delete, supplement, terminate, suspend and/or discontinue, temporarily or permanently, the Website, the Content, the Facilities and/or any part thereof without any liability and/or any requirement for notice, court order and/or any other additional procedure.

3.2               You hereby expressly, irrevocably and unconditionally accept, acknowledge and agree that if the Owner and/or the Artist reasonably believes that you have violated or acted inconsistently with the letter or spirit of these Conditions, or violated any of the rights of any member of the Artist’s Group or any third party person, the Owner and/or the Artist may immediately: (i) terminate your use of this Website, the Content, the Facilities and/or any part thereof; (ii) cancel your account registration and remove your Communications; and/or (iii) exercise any other remedy available to it, whether arising as a matter of these Conditions, Applicable Law and/or otherwise.  You further accept, acknowledge and agree that no member of the Artist’s Group will be held liable to you or any third party as direct or indirect result thereof.

3.3               The Owner also reserves the right to immediately impose restrictions and/or limitations upon on certain Facilities, or restrict your access to parts or all of the Website, the Content and/or the Facilities without any liability and/or any requirement for notice, court order and/or any other additional procedure.

4              NO RESPONSIBILITY

4.1               You hereby irrevocably and unconditionally accept, agree and acknowledge that:

(a)                by posting to, uploading to, sending to, receiving from and/or displaying any Communications to, on or from the Website and/or any of the Facilities, absolutely no duties arise in respect thereof, including contractual (express or implied), confidential and/or fiduciary;

(b)                no member of the Artist’s Group accepts or assumes any responsibility or liability for the consequences of any Communications posted to, uploaded to, sent to, received from and/or displayed on the Website and/or the Facilities (or any parts thereof);

(c)                Communications posted to, uploaded to, sent to, received from and/or displayed on the Website and/or the Facilities are in the public domain, and as such will not be confidential and may be read, downloaded, copied, used, stored and/or intercepted by third party persons;

(d)                any reliance placed by you, or any person acting for, or on your behalf, with respect to any Communication posted to, uploaded to, sent to, received from and/or displayed on the Website and/or the Facilities (or any part thereof), is entirely at your own risk and discretion;

(e)                Communications posted to, uploaded to, sent to, received from and/or displayed on the Website and/or the Facilities do not necessarily represent the view or opinions of any member of the Artist’s Group;

(f)                 no member of the Artist’s Group shall be responsible and/or liable for the payment, contribution and/or reimbursement of any cash, costs, expenses, fees, money, remuneration and/or other amounts whatsoever to any person (including you) in connection with the Owner’s and/or the Artist’s use of any Communications (or parts thereof) posted to, uploaded to, sent to, received from and/or displayed on the Website and/or the Facilities; and

(g)                no member of the Artist’s Group makes and/or provides any Assurance or other endorsement with regards to any Communication posted to, uploaded to, sent to, received from and/or displayed on the Website and/or the Facilities (or any part thereof), including the accuracy, correctness, precision, reliability and/or truthfulness of the same.

5              OWNERSHIP

5.1               If the Owner, in its absolute and sole discretion, permits the copying, redistribution and/or publication of any Content from the Website and/or any of the Facilities (in strict accordance with these Conditions), no changes in, obscuration of, or deletion or redaction of, author attribution, trademark, legend, or copyright notice shall be made.

5.2               You hereby expressly, irrevocably and unconditionally accept, acknowledge and agree that in using and/or permitting the use of the Website, the Content, the Facilities and/or any part thereof, you do not, in any manner whatsoever, acquire any ownership rights (including Intellectual Property Rights) in respect of Website, the Content, the Facilities and/or any part thereof.

5.3               You are responsible for complying with all Applicable Law regarding your use of any Content.

6              DISCLAIMER

6.1               No member of the Artist’s Group, nor any third party, makes any Assurance that Website, the Content, the Facilities, any Communication and/or any part thereof (including all features, functionality, software, systems and information of, made available on, or accessed through, the Website, the Content, the Facilities or through any Communication) will be uninterrupted, accurate, correct, precise, reliable or error free, Virus-free or that defects or faults will be corrected, or that any other website, hardware, software, system or server that makes it available is free of Viruses or other harmful components.  If your use of this Website, the Content, the Facilities, any Communication and/or any part thereof results in the need for any maintenance, repair, replacement and/or servicing, no member of the Artist’s Group shall, in any manner whatsoever, be responsible for such costs, fees, expenses and/or other amounts.

6.2               No member of the Artist’s Group makes any Assurance or endorsement as to the accuracy, correctness, precision, reliability and/or truthfulness of any advice, opinion, statement, or other information used on, posted to, uploaded to, sent to and/or displayed on Website, the Content, the Facilities, any Communication and/or any part thereof.  You hereby irrevocably and unconditionally accept, agree and acknowledge that any reliance placed by you, or any person acting for or on your behalf, with respect to any advice, opinion, statement, or other information used on, posted to, uploaded to, sent to and/or displayed on Website, the Content, the Facilities, any Communication and/or any part thereof is entirely at your own risk and discretion.

6.3               If you are dissatisfied with the Website, the Content, the Facilities, any Communication and/or any part thereof (including any of its respective features, functionality, software, systems), your sole and exclusive remedy shall be to discontinue your use of the Website, the Content, the Facilities, any Communication and/or any part thereof (as applicable).

6.4               This Website, the Content, the Facilities, any Communication and/or any part thereof (including all features, functionality, software, systems and information of, made available on or accessed through the Website, the Content, the Facilities or through any Communication) is provided on a purely “as is” “as available” basis, without any Assurances of any kind whatsoever, including fitness for purpose, merchantability and/or non-infringement.

7              LIMITATION OF LIABILITY

7.1               Each member of the Artist’s Group expressly and unequivocally disclaims any and all liability for the acts, omissions and conduct of any advertisers, sponsors and/or users on or of the Website, the Content, the Facilities, any Communications and/or any parts thereof or otherwise related to your use of the foregoing.  No member of the Artist’s Group shall, in any manner whatsoever, be responsible for the products, services, actions or failure to act of any other third party.

7.2               Under no circumstances whatsoever, shall any member of the Artist’s Group be liable for any special, incidental, indirect, consequential damages, loss, loss of revenue, loss of profit (and/or anticipated profit), loss of opportunity, loss of goodwill and/or loss of reputation whatsoever, that is directly or indirectly related to these Conditions, the Website, the Content, the Facilities, any Communication and/or any parts thereof (including all features, functionality, software, systems and information of, made available on, or accessed through, the Website, the Content, the Facilities or through any Communication) even if such persons or an authorized representative of such persons has been advised of the possibility of such liability.

7.3               No member of the Artist’s Group shall be liable, in any manner whatsoever, for any lost or stolen data or information, resulting directly or indirectly, from the operation of the Website, the Content, the provision of the Facilities and/or the enforcement of the Conditions.  You are strongly encouraged to create and maintain your own back-up versions of any and all Communications posted to, uploaded to, sent to, received from, or displayed on and/or contributed on the Website and/or the Facilities.

7.4               In no event shall the total liability of the members of the Artist’s Group to you for all Claims arising out of, or in connection with, these Conditions, the Website, the Content, the Facilities, any Communication and/or any part thereof (including all features, functionality, software, systems and information of, made available on or accessed through the Website, the Content, the Facilities or through any Communication) exceed One Hundred Omani Rials (OMR100).

7.5               Any Claim you may have with respect to any member of the Artist’s Group must be commenced within one (1) year after the Claim or cause of action giving rise to such Claim arises or such Claim or cause of action giving rise to such Claim shall be barred.

8              THIRD PARTY CONTENT AND WEBSITES

8.1               The Website, the Content, the Facilities, the Communications and/or any parts thereof may contain links and pointers to third-party websites, resources, sponsors and/or content.  These links and pointers do not constitute any form of endorsement by, or on behalf of, any member of the Artist’s Group (in any manner whatsoever) of any third party, its websites, resources, sponsors and/or content.

8.2               You hereby irrevocably and unconditionally accept, acknowledge and agree that some of the Content on the Website, the Facilities and/or the Communications is posted, uploaded, sent, displayed, received and/or contributed by, or on behalf of, third party persons. Such Content does not necessarily represent the views or opinions of any member of the Artist’s Group.  No member of the Artist’s Group assumes any responsibility for third-party Communications posted on the Website, the Facilities, the Communications and/or any parts thereof. No member of the Artist’s Group represents, warrants, guarantees and/or undertakes the truthfulness, accuracy and/or-or reliability of any Content and/or third-party Communications. Any reliance upon any Content and/or Communications posted to, uploaded to, sent to, received from, or displayed on and/or contributed on the Website and/or the Facilities is entirely at your own risk.

8.3               No member of the Artist’s Group makes and/or provides any Assurance with regards to the content contained in any third-party websites, resources, sponsors and/or content, including whether or not they are accurate, lawful, trustworthy, do not contain offensive and/or defamatory or libellous material, will be free of Viruses and will not harm or affect (in any manner whatsoever) your computer, hardware, software, network and/or systems.  No member of the Artist’s Group has any control over these third-party websites, resources, sponsors and/or content. Any such concerns regarding any external link or pointer should be direct to its respective site administrator.

9              OWNER’S RIGHTS TO MATERIALS

9.1               If you post, upload, send and/or display any Communication on the Website and/or any of the Facilities, you hereby grant each member of the Artist’s Group to you a perpetual, non-exclusive, worldwide, unrestricted, unconditional, royalty-free, fully-paid limited right to use (including use for promotional and advertising purposes), copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, create derivative works, and otherwise exploit such Communications and any ideas or original materials contained in these Communications for any purpose and in all media now known or hereafter developed (the “Communications License”).  You hereby represent, warrant and undertake that you own all Intellectual Property Rights in and to any and all Communications that you post, upload, send and/or display on the Website and/or any of the Facilities and are fully authorised to grant the Communications License to each and every member of the Artist’s Group.

9.2               The Communications License includes the right to exploit any and all proprietary rights in, to and arising out of, such Communications including, any and all Intellectual Property Rights in any relevant jurisdiction.

9.3               You hereby irrevocably and unconditionally waive any and all rights: (i) you may have to inspect and/or approve any use of any Communications (or parts thereof) submitted by you, or on your behalf or to receive any compensation for such use; and (ii) to any Claim against any member of the Artist’s Group for any alleged or actual infringements or misappropriation of any Intellectual Property Rights in connection with such Communications.

9.4               You hereby irrevocably and unconditionally agree and understand that no member of the Artist’s Group is under any obligation to use any Communications submitted by you on the Website, in any of the Facilities and/or in any manner whatsoever.

9.5               You hereby irrevocably and unconditionally accept, agree and acknowledge to defend, protect, release, hold harmless, indemnify and keep indemnified each member of the Artist’s Group, from and against any and all costs (including attorneys’ fees and other legal costs and expenses), fees, expenses (including lost profits) Claims or any other proceedings whatsoever that any Communication disrespects, infringes, misappropriates and/or otherwise violates any Applicable Law and/or any rights of any third party person, including their Intellectual Property Rights.

10           INTELLECTUAL PROPERTY POLICY

10.1            If you believe that any Content and/or other material posted to, uploaded to, sent to, received from and/or displayed on the Website and/or the Facilities (or any part thereof) either infringes your Intellectual Property Rights or the Intellectual Property rights of any person, please send written notification of the same to the Owner at its registered address as follows:

Sharm.T.P. Ltd. c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, Cayman Islands, KY1-1104.

10.2            Any notice which you wish to send in accordance with clause 10.1 must be sent by internationally registered courier and must contain the following information:

(a)                a clear and detailed reference of, description of and link to the Content and/or material that you allege infringes someone else’s Intellectual Property Rights (the “Contested Material”);

(b)                documentary evidence and information to support your claim that the Contested Material allegedly infringes someone else’s Intellectual Property Rights;

(c)                your full legal name, contact details (including correspondence address, phone number and email address) and your signature;

(d)                a clear link and/or description of the location of the Contested Material on the Website and/or in the Facilities, in sufficient detail to enable the Owner and/or the Artist to locate the Contested Material;

(e)                a clear statement to the effect that “After due and careful consideration, I hereby declare that the use of the content and/or material referred to in this notice is not authorized (expressly or impliedly) by the owner, its agent or the law. I understand, accept, agree and acknowledge that all of the information provided by me, or on my behalf, in this notice, enclosed with it or appended to it, is accurate, truthful and reliable in all respects and that if any information turns out not to be wholly accurate, truthful and reliable, that I shall be fully liable for any and all direct and indirect costs, fees, expenses and other amounts arising directly or indirectly therefrom, including such amounts incurred by you with respect to any investigation and/or defence thereof (including, legal, administrative and/or other professional advisor costs). Furthermore, I hereby agree to defend, protect, release, hold harmless, indemnify and keep indemnified you, Sharmaine Theresa Pretorius, your affiliates and each of your respective shareholders, directors, officers, employees, advisors, contractors and representatives from and against any and all costs (including attorneys’ fees and other legal costs and expenses), fees, expenses (including lost profits) claims (including third party claims) and/or any other proceedings whatsoever arising out of, or in connection with any inaccurate, untruthful and/or unreliable information provided in this notice”.

10.3            Any notice sent to the Owner alleging that any Content and/or other material posted to, uploaded to, sent to, received from and/or displayed on the Website and/or the Facilities (or any part thereof) infringes your Intellectual Property Rights and/or the Intellectual Property Rights of any other person and does not provide all of the information required by clauses 10.2(a) through 10.2(e) (inclusive), shall be deemed invalid.  If you are uncertain as to whether any Content and/or material infringes your Intellectual Property Rights and/or the Intellectual Property Rights of any other person you should legal advice in respect thereof.  For the avoidance of doubt, you shall be fully responsible for any and all costs, fees and expenses arising out of, or in connection with, such legal advice.

10.4            You hereby irrevocably and unconditionally accept, agree and acknowledge that the Owner and the Artist each have the right, but not the obligation to:

(a)                disclose, edit, refuse to post, upload, send or display, remove, request removal of, or report any Communication (or part thereof), in whole or in part, in its absolute sole discretion, whether because of a violation or potential violation of Applicable Law, these Conditions and/or otherwise; and

(b)                monitor, download, store and/or otherwise use your Communications at any time, for any reason, in its absolute and sole discretion.

11           USER CONDUCT

11.1            The Owner and/or the Artist may immediately terminate your use of the Website, the Facilities and/or any part thereof (without liability or the need for court order, prior notice or notice of any kind and/or any other additional procedure) if you, or anyone acting on your behalf:

(a)                permits another person to use your identification and/or Registered User login details to post or view Communications or otherwise for an unapproved purpose;

(b)                uses the Website, the Content, the Facilities, any Communication and/or any parts thereof for transmitting “chain letter”, “junk mail”, or “spamming” unsolicited mass mailing;

(c)                disrespects, infringes, misappropriates and/or otherwise violates (or encourages anyone to disrespect, infringe, misappropriate and/or otherwise violate) the rights (including Intellectual Property Rights, rights to privacy, freedom of speech or other fundamental freedoms and those prescribed by Applicable Law) of any other person, including any member of the Artist’s Group and/or any other third-party person;

(d)                uses the Website, the Content, the Facilities, and/or any part thereof for any abusive, blasphemous, defamatory, false, harmful, immoral, obscene threatening, unlawful, political and/or disrespectful purposes or to promote any unlawful activities;

(e)                harasses or impersonates another person; and/or

(f)                 posts, uploads, sends and/or displays any Communication that is, or is deemed by the Owner and/or the Artist (in its absolute and sole discretion) to be abusive, blasphemous, defamatory, false, harmful, immoral, irrelevant, obscene threatening, unlawful, political and/or disrespectful purposes or to promote any unlawful activities.

11.2            Immediately upon termination of your use of the Website, the Content, the Facilities and/or any part thereof: (i) no member of the Artist’s Group shall have any liability to you whatsoever; and (ii) you shall immediately cease from accessing and/or attempting to access the Website, the Content, the Facilities and/or any part thereof.

11.3            The termination of your use of the Website, the Content, the Facilities and/or any part thereof, shall not affect the coming into force or the continuation in force or any provision of these Conditions, which is expressly or implication intended to come into force or continue in force on or after the termination of your use of the Website, the Facilities and/or any part thereof, including, for the avoidance of doubt: clause 1 (Definitions and Interpretation); clause 4 (No Responsibility); clause 5 (Ownership), clause 6 (Disclaimer), clause 7 (Limitation of Liability); clause 9 (Owner’s Rights to Materials); clause 10 (Intellectual Property Policy); clause 12 (Indemnification); clause 14 (Additional Remedies); clause 15 (Notices); clause 16 (Waiver); clause 17 (Further Assurance); clause 18 (Third Party Rights); clause 19 (Entire Understanding); clause 20 (Severance); clause 21 (Set-Off And Counterclaim); clause 22 (Governing Law); clause 23 (Dispute Resolution) and clause 24 (Authorship).

12           INDEMNIFICATION

12.1            You hereby irrevocably and unconditionally accept, agree and acknowledge to defend, protect, release, hold harmless, indemnify and keep indemnified each member of the Artist’s Group, from and against any and all costs (including attorneys’ fees and other legal costs and expenses), fees, expenses (including lost profits) Claims or any other proceedings whatsoever arising out of, or in connection with: (i) your use of, or inability to use the Website, the Content, the Facilities, and/or any part thereof; and/or (ii) any negligence, willful misconduct, or any breach of these Conditions, including, breach of any covenant, representation, warranty or other obligation hereunder by you.

12.2            With respect to any claim for which you are obliged to indemnity each member of the Artist’s Group (in accordance with clause 10.1) (each an “Indemnified Claim”), you hereby irrevocable and unconditionally accept, acknowledge and agree to: (i) use legal representation chosen by the Owner and/or the Artist to defend such Indemnified Claim; and (ii) to not in consent to any settlement or any judgment, without the prior written consent of the Owner and the Artist (in their absolute and sole discretion).  The Owner and the Artist hereby reserve their respective rights to assume the exclusive control and defence of any Indemnified Claim.

13           NON-RESIDENTS

13.1            No member of the Artist’s Group makes any Assurance representation that the Website, the Content, the Facilities, any Communication and/or any parts thereof (including the Intellectual Property Rights contained therein) are appropriate or available for use in any jurisdiction outside of the Sultanate of Oman.

13.2            If you choose to access the Website, the Content, the Facilities and/or any parts thereof, from any jurisdiction outside of the Sultanate of Oman, you do so entirely at your own risk.  You hereby irrevocably and unconditionally accept, agree and acknowledge you are responsible for compliance with local laws, if and to the extent local laws are applicable.

14           ADDITIONAL REMEDIES

14.1            You hereby irrevocably and unconditionally accept, agree and acknowledge that monetary damages may not provide a sufficient remedy to the Artist’s Group (or any members thereof) for your breach of, non-compliance with and/or violation of these Conditions, and, accordingly, each member of the Artist’s Group is entitled to immediate injunctive and/or other equitable relief for any such breach, non-compliance and/or violation (collectively, “Non-Monetary Remedies”).  Any Non-Monetary Remedies shall be entirely without prejudice to any and all other remedies (including monetary damages), available to such member of the Artist’s Group including those provided by the Conditions, Applicable Law and/or otherwise.

14.2            You further irrevocably and unconditionally accept, agree and acknowledge that the Owner and/or the Artist may release user information about you if required by Applicable Law or court order, or if the information is necessary or appropriate to release to address an unlawful or harmful activity.

15           NOTICES

15.1            Except for any notice which is to be served in accordance with clause 10.1 (which shall be dealt with in accordance with that clause), all other notices which either you will serve on the Owner, or the Owner and/or Artist will serve on you, shall be sufficiently served if sent to the applicable address specified in clause ‎15.2 or such other address as notified in writing by either: (a) internationally recognized courier service; and/or (b) in respect of notices served on you only, via email.

15.2            Any notice required to be served under clause ‎15.1 should be sent to the following specified addresses:

(a)                if to you, to your correspondence address and/or email address registered with the Website and/or any of the Facilities;

(b)                if to the Owner, to: Sharm.T.P. Ltd. c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, Cayman Islands, KY1-1104 with copy to:

CMS Cameron McKenna Nabarro Olswang LLP (registered to practice in the Sultanate of Oman through Al Rashdi, Al Juma and Ewing Advocates and Legal Consultants as licensed by the Ministry of Justice of the Sultanate of Oman), with registered address at Building 6, Tilal Complex, Muscat Grand Mall, Muscat, the Sultanate of Oman, marked for the attention of the Partner-in-Charge.

15.3            Notices sent by an internationally recognized courier service shall be deemed to be served three (3) Working Days following the day of dispatch.  Notices sent by email shall be deemed to be served on the day when they are actually received.  In the case of notices to the Owner, no notice sent to it shall be effective unless a copy of the notice has simultaneously been delivered by an internationally recognized courier service, to the Owner’s copy address, as set forth in clause 15.2 above.  If such copy is delivered on a later date, the date on which the notice is deemed to be served on the Owner shall be calculated from such later date.

16           WAIVER

The rights of each member of the Artist’s Group hereunder: (a) may be exercised as often as necessary; (b) are cumulative and not exclusive of rights or remedies provided by law; and (c) may be waived only in writing and specifically. Their delay in the exercise or non-exercise of any right is not a waiver of such right.

17           FURTHER ASSURANCE

You hereby agree and undertake to cooperate fully with the Owner and/or the Artist at all times and to sign all documents, and to do all other acts, which may be necessary to give full effect to these Conditions.

18           THIRD PARTY RIGHTS

Except for each member of the Artist’s Group (which may enforce these Conditions as if they were a direct party to the same), no person may enforce any of the terms, provisions or rights under these Conditions or shall have any third-party rights of any kind.

19           ENTIRE UNDERSTANDING

These Conditions constitute the entire agreement between you and each member of the Artist’s Group in relation to its subject matter, and any and all prior agreements, understandings and representations are terminated and cancelled and are of no further force and effect.

20           SEVERANCE

If, at any time, any part of these Conditions are held to be, or become, void or otherwise unenforceable for any reason under any Applicable Law, the same shall be deemed omitted from these Conditions, and the validity and/or enforceability of the remaining provisions of these Conditions shall not, in any way, be affected or impaired as a result of that omission.

21           SET-OFF AND COUNTERCLAIM

The Owner shall have the right to deduct, from any monies due or which may become due to you, any monies or sums recoverable from you by the Owner and/or any other members of the Artist’s Group in respect of any Claim whatsoever arising from, or incidental to, these Conditions.

22           GOVERNING LAW

These Conditions shall be governed by and construed, performed and enforced in all respects in accordance with the laws of the Sultanate of Oman, without giving effect to the principles of conflicts of laws or choice of law provisions thereof.

23           DISPUTE RESOLUTION

All disputes or controversies arising out of, related to, or in connection with, these Conditions shall be referred to and conclusively settled (solely and exclusively), by arbitration in accordance with the provisions on arbitration provided in the Law of Arbitration in Civil and Commercial Disputes as promulgated by Royal Decree 47/97 (as amended) (the “Arbitration Law”) and through an arbitration board comprising one (1) arbitrator who shall be selected and appointed by the Owner.  The arbitrator shall have the authority to grant and enter orders and judgment for all forms of relief and remedies related to these Conditions and any dispute, including equitable relief.  The venue for any arbitration pursuant to this Agreement shall be Muscat, in the Sultanate of Oman and you irrevocably consent to such forum and waive any claims to alternative venues on ground of forum non-conveniens or otherwise and further waive any objection to the resolution of all disputes through binding arbitration as provided herein.  An arbitration award or order rendered pursuant to this provision shall be binding on you.  You hereby irrevocably and unconditionally agree and undertake to keep confidential all awards in any arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by each party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.  Judgment upon an arbitration award or order rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of the award or an order for enforcement, as the case may be.  You hereby irrevocably and unconditionally submit to the jurisdiction of the courts of the Sultanate of Oman for such purposes. The prevailing party in any dispute shall be entitled to recover its reasonable legal fees and expenses.  The language of the arbitration shall be English.

24           AUTHORSHIP

You hereby irrevocably and unconditionally accept, acknowledge and agree that these Conditions are fair and reasonable in all of the circumstances and that should you have not accepted them in their entirety, you would not, in any manner whatsoever, use and/or access the Website, the Content, the Facilities and/or any parts thereof.  If any ambiguity or question of intent or interpretation arises, this Conditions will be construed as if drafted jointly between us and no presumption or burden of proof will arise favouring or disfavouring any person because of the authorship of these Conditions.

 

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