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Service Agreement

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1. Application and Acceptance of Terms

1.1 Contracting Party. This Agreement is entered into between you (also referred to as “Customer” hereinafter) and the Appleton Group LLC, its products, services, subsidiaries and affiliates, entity listed below (“Appleton Group LLC” or “we”).

  • (a) Note also that under this Agreement, the term “Seller” means the registered customer including service providers/ innovators/ideas generators/entrepreneurs who supplies the product(s)/service(s)/ideas/innovation under an Online Transaction, and the term “Buyer” means the registered customer (consumer, clients, buyer, investors) who purchases/acquires the product(s) or service(s) from the “Seller” under an Online Transaction. Customers and Buyers may be used interchangeably meaning the one and the same.

1.2 Transactional Terms. Appleton Group LLC provides an online transaction platform and ancillary services (“Transaction Services”) on the Appleton Group LLC Sites/Apps which allow registered Customers of the Appleton Group LLC Sites/Apps to conclude online transactions for products or services with third party vendors and suppliers or between innovators and investors within the Appleton Group LLC Sites/Apps subject to the terms of this Agreement. Appleton Group LLC may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time. Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.

As some or part of the Transaction Services may be supported and provided by affiliates of Appleton Group LLC, Appleton Group LLC may delegate some of the Transaction Services to its affiliates, who you agree may invoice you for their part of the Transaction Services.

1.3 General Terms. You agree that you shall also comply with relevant rules and policies published on the Appleton Group LLC Sites/Apps which are also incorporated into this Agreement by reference (“General Terms”). The General Terms include without limitation:

1.4 Binding Agreement. This Agreement, including the Transactional Terms and the General Terms, and, to the extent as applicable, the Appleton Group LLC Services Agreements including the Terms and Conditions, Privacy Policy, the Intellectual Property and Online Transaction Policy, the Consumer Protection and Return and Refund Policy; and any Supplemental Services Agreement with any of Appleton Group LLC’s products, services, subsidiaries and affiliates form a legally binding agreement between you and Appleton Group LLC in relation to your use of the Transaction Services. By accessing and using the Transaction Services, you agree to accept and be bound by these and all related Agreements. Please do not use the Transaction Services if you do not accept all of the terms of these Agreements.

1.5 Amendments. Appleton Group LLC may amend any terms of this Agreement including the Transactional Terms and the General Terms at any time by posting the relevant amended and restated version on the Sites. The amended terms shall be effective immediately upon posting. We will endeavor to give you advance notice of material changes to this Agreement. By continuing to use the Transaction Services, you agree that the amended terms will apply to you. This Agreement may not otherwise be amended except in writing by an authorized officer of Appleton Group LLC.

1.6 Language Version. Unless otherwise Appleton Group LLC has posted or provided a translation of the English version of any terms of this Agreement including the Transactional Terms and the General Terms, you agree that the translation is provided for convenience only and that the English language version will govern your use of the Transaction Services.

1.7 Appleton Group LLC Affiliates. Some of the Transaction Services may be supported by our affiliates.

1.8 Additional Terms. In some cases, you may be required to additionally enter into a separate agreement with Appleton Group LLC, its products, services, subsidiaries or affiliates in connection with the Transaction Services (“Additional Terms”). If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions, as appropriate.

1.9 Customership Services:L This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the Customership services of the Sites, unless otherwise stipulated in this Agreement or the relevant agreements.

2. Transaction Services

2.1 Transaction Services. Appleton Group LLC’s Transaction Services are designed to facilitate registered Customers of the Appleton Group LLC Sites/Apps to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites/Apps (“Online Transactions”) including 3rd party sellers and innovators/ideas generators/entrepreneurs and investors which may include certain services which will be either supported by (i) Appleton Group LLC or its affiliates, or (ii) Appleton Group LLC. Appleton Group LLC reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Appleton Group LLC further reserves the right to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Appleton Group LLC.

2.2 Customers Only. Appleton Group LLC’s Transaction Services are only available to registered Customers of the Appleton Group LLC Sites/Apps, its products, services, subsidiaries and affiliates. If your subscription to the paid or free Customership of the Appleton Group LLC Sites expires or is early terminated for any reason, you are not eligible to use the Transaction Services. In the event that you have a valid Online Transaction under this Agreement whilst your paid or free Customership registration on the Appleton Group LLC Sites is terminated, Appleton Group LLC shall have the full discretion and authority to refund to Buyer and/or release to Seller (both Buyer and Seller as defined below) all or part of the funds under the Online Transactions as Appleton Group LLC considers appropriate. If you are a Seller, an Innovator or an Investor, you are required to have a valid bank account subject to verification and confirmation by Appleton Group LLC and our affiliates.

2.3 Types of Transactions. Appleton Group LLC’s Transaction Services are available to types of Online Transactions permitted by Appleton Group LLC only. For any type of Online Transactions, Appleton Group LLC may limit any or all of the Transaction Services to a specified group of Customers in accordance with the relevant Transactional Terms. The types of Online Transactions and other benefits, features and functions of the Transaction Services available to a registered customer may vary for different countries and regions. No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all Customers.

2.4 Lawful Items: The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.4. You shall not use the Transaction Services in connection with any Online Transaction that:

  • (a) May infringe Appleton Group LLC’s or any third party’s legitimate rights including but not limited to copyright, trademark right, patent or other intellectual property rights.
  • (b) May be in breach of the Intellectual Property Right (IPR) and Online Transaction Policy and other relevant policies
  • (c) May be in breach of other terms of this Agreement including the Transactional Terms and the General Terms.
  • (d) Note. for all products or services sold, exchanged, traded, enterprise or uploaded (including ideas and innovations) by buyers, sellers, entrepreneurs/innovators including any 3rd party to buyers, customers, consumers, traders and investors on our platforms, that 3rd party must own and provided, where required, full legitimate legal ownership right (copyright, trademark right, patent or other intellectual property rights) over that product or service including idea and innovations. Specifically, in the case of idea and innovations, every upload must be accompanied by the relevant intellectual property right certificate in accordance to international laws, policies, protocols and practices.

Appleton Group LLC shall have the right to refuse or cancel any Online Transaction in breach of this clause 2.4.

2.5 Refuse or Cancel Transactions. Apart from clause 2.4, Appleton Group LLC reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason. Some situations that may result in an Online Transaction being rejected or canceled include where problems are identified by our credit and fraud control department, where Appleton Group LLC has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Appleton Group LLC or any of our affiliates to liability. Appleton Group LLC may also require additional verifications or information for any Online Transaction.

2.6 Appleton Group LLC Services and Appleton Group LLC Supplemental Services.

  • (a)(i) Appleton Group LLC may provide certain services for certain Online Transactions (“Appleton Group LLC Services”). Appleton Group LLC Services are provided by Appleton Group LLC its products, services, subsidiaries and affiliates (collectively, “Appleton Group LLC”) to receive payment of funds in support of Appleton Group LLC Sites for the Online Transactions.
  • (b) Buyer Protection Plan. Appleton Group LLC provides a consumer/customers protection policy for Online Transactions. All Seller subscribe to the consumer/customers protection plan of Appleton Group LLC including their performance of obligations thereunder. Seller agrees to permit and hereby authorize Appleton Group LLC to escrow, deduct, withhold and dispose any deposits provided in accordance with the terms under the consumer/customers protection policy. Buyer acknowledges and agrees that the protection afforded to you under consumer/customers protection policy applies all Online Transactions undertaken through the platforms offered by Appleton Group LLC. Buyer acknowledges and agrees Appleton Group LLC will add guarantees for the seller on such Online Transactions within the scope of the consumer/customers protection policy. The guarantee service will be performed according to the agreement reached between the guarantee service provider and the Seller.

2.7 Transactional Terms. For any type of Online Transactions, Appleton Group LLC may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms.

2.8 Disputes between Buyers and Sellers. You agree that any Dispute arising between you and the other party to an Online Transaction will be handled in accordance with clause 10, and that Appleton Group LLC shall have the full right and power to make a determination for such Dispute including the use of its Alternative Disputes Resolution Mechanisms. Upon receipt of a Dispute, Appleton Group LLC shall have the right to request either or both of Buyer and Seller to provide supporting documents. You agree that Appleton Group LLC shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that Appleton Group LLC is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person. Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate. You agree not to hold Appleton Group LLC and our affiliates liable for any material which is untrue or misleading.

2.9 Powers of Appleton Group LLC. you expressly acknowledge and agree that Appleton Group LLC shall have the full power, authority and discretion to reject or cancel an Online Transaction and to make a determination on any dispute between buyer and seller including the remittance of the funds under an online transaction that are held by Appleton Group LLC as instructed by Appleton Group LLC in accordance with this Agreement, and all other Appleton Group LLC related policies relevant to the transactional terms. You also acknowledge that this Agreement and all other Appleton Group LLC related policies may not cover all issues that may arise in connection with an Online Transaction. You agree and accept that Appleton Group LLC shall have the right to modify or supplement the Transaction Terms. You further agree and accept that Appleton Group LLC shall have the right to make determinations wherever Appleton Group LLC considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries and interests of both Buyer and Seller regardless whether the issue in question has been expressly addressed in the Transactional Terms or this Agreement.

2.10 Appleton Group LLC’s Records. In case of any dispute in connection with any Online Transaction, the records of Appleton Group LLC shall take precedence and be conclusive.

2.11 Transactions involving a third-party finance provider.

    You agree that:

  • (a) Appleton Group LLC does not guarantee any third-party finance provider (the “Lender”) will provide financing to Buyer in connection with the Online Transaction and shall not be held liable to Buyer or Seller in connection with any third-party financing in connection with the Online Transaction;
  • (b) each of Buyer and Seller hereby authorizes Appleton Group LLC to disclose information related to Buyer, Seller and/or the Online Transaction to the Lender in connection with the Lender’s provision of financing for the Online Transaction; and
  • (c) any dispute with the Lender in connection with the Online Transaction shall be resolved between the Lender and the Buyer. Notwithstanding the power given to Appleton Group LLC under this Agreement, it is not Appleton Group LLC’s obligation to resolve or assist in the resolution of such disputes.

3. Transactions between Sellers and Buyers

3.1 Seller and Buyer. For the purpose of this Agreement, the term “Seller” means the registered customer including service providers/ innovators/ideas generators/entrepreneurs who supplies the product(s)/service(s)/ideas/innovation under an Online Transaction, and the term “Buyer” means the registered customer (consumer, clients, buyer, investors) who purchases/acquires the product(s) or service(s) from the “Seller” under an Online Transaction.

3.2 Online Order. Seller and Buyer shall enter into an Online Transaction for products or services by completing, submitting and accepting an order online using the applicable standard order form on the Appleton Group LLC Sites/Apps. Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping, etc. Appleton Group LLC may refuse to process or cancel any Online Transaction which in Appleton Group LLC’s reasonable opinion, has insufficient information to constitute a binding contract.

3.3 Online Transactions Subject to This Agreement. An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms. Seller and Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms and this Agreement. Seller or Buyer may only cancel any Online Transaction according to the relevant Transactional Terms.

3.4 Transaction between Seller and Buyer Only. Each Online Transaction is made by and between a Seller and a Buyer only. Despite that Appleton Group LLC provides the Transaction Services and, if applicable, may conduct formality review of an Online Transaction, Appleton Group LLC shall not be considered as a party to the Online Transaction. Appleton Group LLC does not represent Seller or Buyer in any Online Transaction. Appleton Group LLC will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction or the ability of either Seller or Buyer to complete any Online Transaction. You agree that you will not hold Appleton Group LLC and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.

3.5 Payment of Contract Price. For any Online Transaction, Buyer agrees to pay the full transaction price listed for Online Transaction to the Seller through the Appleton Group LLC site/apps or services of Appleton Group LLC unless another option is made available directly by Appleton Group LLC on the Appleton Group LLC Sites/Apps. When using Appleton Group LLC to submit payment for an Appleton Group LLC Online Transaction, payments are (in the case of Online Transaction through Appleton Group LLC) processed through accounts owned by Appleton Group LLC or one of its affiliates and/or a registered third party service provider acting on Appleton Group LLC’s behalf, and (in the case of Online Transaction through Appleton Group LLC) processed through accounts owned by Appleton Group LLC or one of its affiliates and/or a registered third party service provider acting on Appleton Group LLC’s behalf. The funds are received for the Seller in accordance with the Transaction Services Agreement. Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to Appleton Group LLC or Appleton Group LLC (as the case may be) constitutes final payment to Seller and Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds by Appleton Group LLC’s or Appleton Group LLC’s account.

In the case the Online Transaction adopts Appleton Group LLC Services, the payment in connection with the Online Transactions concluded will be facilitated by Appleton Group LLC. Appleton Group LLC shall not dispose of any such fund except in accordance with Appleton Group LLC’s terms as agreed by Seller and Buyer which are set out in the terms and conditions of this Agreement and other relevant agreements. Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in the Appleton Group LLC Services Agreement.

By using the Appleton Group LLC Services, you acknowledge and agree that Appleton Group LLC is not a bank and the Appleton Group LLC Services should in no way be construed as the provision of banking services. Appleton Group LLC is not acting as a trustee, or fiduciary with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Appleton Group LLC Services; except that in accordance with the Consumer Protection Policy, Appleton Group LLC may provide a form of a limited non-banking quasi escrow service as specified under the policy. Appleton Group LLC does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on Appleton Group LLC Sites. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the Appleton Group LLC Services.

In the case the Online Transaction adopts Appleton Group LLC Supplemental Services, the payment in connection with the Online Transactions concluded will be facilitated by Appleton Group LLC. Appleton Group LLC shall not dispose of any such fund except in accordance with Appleton Group LLC’s terms as agreed by Seller and Buyer which are set out in the terms and conditions of this Agreement and other relevant Appleton Group LLC’s agreements. Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in the Appleton Group LLC Supplemental Services Agreement

By using the Appleton Group LLC Supplemental Services, you acknowledge and agree that Appleton Group LLC is not a bank and the Appleton Group LLC Supplemental Services should in no way be construed as the provision of banking services. Appleton Group LLC is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Appleton Group LLC Supplemental Services. Appleton Group LLC does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on Appleton Group LLC Sites. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the Appleton Group LLC Supplemental Services.

In the case of Appleton Group LLC’s GinoBank (Global Innovation Database) e-Credit Line services, you agree that the full payment of the contract price of the Online Transaction without any deductions must be made in US dollar in clear funds by one of the payment methods designated by Appleton Group LLC only. In the case that the Online Transaction adopts a payment method involving a third-party finance provider, the relevant funds may be paid directly to the Seller on behalf of the Buyer by such finance provider.

3.6 Payment Methods. Please note that the payment methods available on the Appleton Group LLC Sites may be provided by Appleton Group LLC’s partners. If there is any chargeback or reversal of any payment requested by a payment service partner, Seller agrees that Appleton Group LLC has the right to refund the money so requested by the payment service partner on behalf of seller with full liability to Seller. Appleton Group LLC will use reasonable efforts to assist Seller in participating in the dispute resolution process of the relevant payment service partners. However, if the participation in the dispute resolution process is subject to additional fees, this will be at Seller’s own cost only.

3.7 Third Party Vendors. You may engage one or more third party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistic service companies, transportation, shipping agents, inspection agents, insurance companies, etc. Some of such third-party vendors may be partners of Appleton Group LLC and thus designated by Appleton Group LLC to you. Among such designated partners, you may be required to agree and accept the terms and conditions of their services online within the Appleton Group LLC Sites/Apps. Notwithstanding the foregoing circumstances, for all third-party vendors, you acknowledge and agree that such third-party vendors are engaged at your own discretion and cost and that you will not hold Appleton Group LLC and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third party vendors. You shall ensure that the third parties comply with Appleton Group LLC’s Terms of Use and Privacy Policy.

3.8 Your Agent. If you are required to conclude and complete an Online Transaction through an agent e.g. a Seller may be required to engage a qualified import and export agent as its export agent, such agent is merely an agent of you. If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.

4. Appleton Group LLC Service Fees

4.1 Service Fees. Appleton Group LLC charges service fees for Online Transactions according to the fee schedules announced by Appleton Group LLC on the Appleton Group LLC Sites/Apps. Appleton Group LLC reserves the right to charge any service fees for other types of Online Transactions upon reasonable prior notification published on the Sites/Apps. In the case the Online Transaction adopts Appleton Group LLC Services, you hereby authorize and instruct Appleton Group LLC to deduct any service fees that are due and payable to Appleton Group LLC under an Online Transaction and to pay the same to Appleton Group LLC when Appleton Group LLC releases any amount held by it under the Online Transaction. Neither Appleton Group LLC nor its affiliates or agents have any control over and is to be held responsible or liable for the products or services that are paid for with our service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.

4.2 Third Party Fees Not Included. The service fees charged by Appleton Group LLC do not include any fees for any service or product that you may acquire or purchase in connection with the Online Transaction. It shall be your responsibility to settle the fees with such third-party vendors.

4.3 Taxes, Financial Charges Not Included. All fees charged by Appleton Group LLC are exclusive of any taxes, duties or other governmental levies or any financial charges. You agree to pay and be responsible for any taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. In the event Appleton Group LLC is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Appleton Group LLC. You will also be liable for any financial charges for remission of funds to you, and Appleton Group LLC shall have the right to pay such charges from such funds. Appleton Group LLC and its affiliates and agents shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.

5. Customer's Responsibilities

5.1 Provision of Information and Assistance. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Appleton Group LLC’s provision of the Transaction Services. If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Appleton Group LLC shall not be liable for any loss or damages arising from such default.

5.2 Representations and Warranties. You represent and warrant that:

  • (a) you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations including laws related to anti-money laundering and counter-terrorism financing
  • (b) all information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;
  • (c) you will not use the Transaction Services to defraud Appleton Group LLC, our affiliates, or other Customers or users of the Appleton Group LLC Sites or engage in other unlawful activities (including without limitation dealing in products and services or activities prohibited by law);
  • (d) in case that you are a Seller of products/services, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights;
  • (e) in case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and
  • (f) in case that you are a Seller of services, you will provide the services ordered with reasonable care and skills.

5.3 Breaches. If you are, in Appleton Group LLC’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise in breach of this Agreement, Appleton Group LLC shall have the right to cancel the relevant Online Transaction(s). Appleton Group LLC also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your paid or free Customership on the Appleton Group LLC Sites/Apps. Appleton Group LLC also reserves the right to (i) temporarily suspend the transaction functionalities of your account with Appleton Group LLC for a prescribed period determined by Appleton Group LLC, or permanently terminate the use of your Appleton Group LLC account and/or (ii) authorize Appleton Group LLC to temporarily suspend the transaction functionalities of your Appleton Group LLC account for a prescribed period determined by Appleton Group LLC, or permanently terminate the use of your Appleton Group LLC account. Appleton Group LLC may also publish the findings, penalties and other records regarding the breaches on the Appleton Group LLC Sites/Apps.

5.4 Obligations to Pay Taxes. You shall be solely responsible for payment of any taxes, duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transactions.

5.5 Feedback System. You shall not take any action which may undermine the integrity of Appleton Group LLC’s feedback system, such as providing positive feedback on oneself on the Appleton Group LLC Sites using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the Appleton Group LLC Sites.

5.6 Indemnification by Member. You agree to indemnify Appleton Group LLC and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement. Appleton Group LLC reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Appleton Group LLC in asserting any available defenses.

5.7 Collection and Use of Information for e-Credit Line services. If you have applied for and used the e-Credit Line services of Appleton Group LLC (GinoBank), you acknowledge and agree that Appleton Group LLC shall have the right to use the information collected about you and your Online Transactions, including but not limited to your credit information, business information, personal information (such as applicant name and home address) and financial information (the “Collected Information”) to facilitate the administration, processing, and operation of your use of the services. In connection with your use of the e-Credit Line services, Appleton Group LLC may use the Collected Information in the manner set out in the Privacy Policy and/or personal information collection statement relevant to the e-Credit Line services that you have agreed to prior to or during your application for and use of the e-Credit Line services.

6. Confidentiality

6.1 Confidential Obligations. You shall keep confidential all confidential information provided by other Customers of the Appleton Group LLC Sites or Appleton Group LLC in connection with any Online Transaction or the Transaction Services.

6.2 Confidential Information. All information and material provided by another member of the Appleton Group LLC Sites/Apps will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently become public other than due to your breach of the confidential obligations.

7. Disclaimer and Limitation of Liability

6.1 Confidential Obligations. You shall keep confidential all confidential information provided by other Customers of the Appleton Group LLC Sites or Appleton Group LLC in connection with any Online Transaction or the Transaction Services.

7.1 No Warranty. You expressly agree that your use of the Transaction Services is at your sole risk. TO THE FULL EXTENT PERMITTED BY LAW THE TRANSACTION SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASES, AND APPLETON GROUP LLC MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. APPLETON GROUP LLC MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY CUSTOMER/USER OF THE APPLETON GROUP LLC SITES/APPS. YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION. APPLETON GROUP LLC AND OUR AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.

7.2 Exclusion and Limitation of Liabilities. TO THE FULL EXTENT PERMITTED BY LAW, APPLETON GROUP LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES. THE AGGREGATE LIABILITY OF APPLETON GROUP LLC AND OUR AFFILIATES AND AGENTS ARISING FROM THE TRANSACTION SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE HIGHER OF THE SERVICE FEES CHARGED BY APPLETON GROUP LLC OR US$500.

8. Force Majeure

8.1 Force Majeure. Under no circumstances shall Appleton Group LLC and our affiliates and agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.

9. Notices

9.1 Notices. Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest Customership profile on the Appleton Group LLC Sites/Apps. Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notices by mail to the address in your latest Customership profile in which case the notice shall be deemed given five days after the date of mailing. Except as explicitly stated otherwise, legal notices shall be served on Appleton Group LLC by sending the notices to Appleton Group LLC, 16192, Coastal Highway, Lewes, DE 19958, USA. or at compliance@agllc.com.

10. Governing Law; Jurisdiction

10.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

10.2 Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your use of the Transaction Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.

10.3 DISPUTE BETWEEN BUYER AND SELLER. IN CASE A DISPUTE ARISES BETWEEN BUYER AND SELLER FROM OR IN CONNECTION WITH AN ONLINE TRANSACTION, IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE PRESCRIBED TIME PERIOD ACCORDING TO THE RELEVANT TRANSACTIONAL TERMS, YOU AGREE TO SUBMIT THE DISPUTE TO APPLETON GROUP LLC FOR DETERMINATION. IF YOU ARE DISSATISFIED WITH APPLETON GROUP LLC’S DETERMINATION, YOU MUST APPLY TO THE UNITED STATES ARBITRATION COURTS WHERE IT EXISTS OR TO AN INDEPENDENT ARBITRATOR APPOINTED BY THE PARTIES FOR ARBITRATION AND NOTIFY APPLETON GROUP LLC OF SUCH APPLICATION WITHIN 20 CALENDAR DAYS AFTER APPLETON GROUP LLC’S DETERMINATION. IF EACH OF BUYER AND SELLER IN THE DISPUTE DOES NOT APPLY FOR ARBITRATION WITHIN THE ABOVE 20 CALENDAR DAYS, EACH OF THE BUYER AND THE SELLER SHALL BE DEEMED TO HAVE AGREED THAT APPLETON GROUP LLC’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU. WITH A FINAL DETERMINATION, IN THE CASE THE ONLINE TRANSACTION ADOPTS THE APPLETON GROUP LLC SERVICES, APPLETON GROUP LLC MAY INSTRUCT APPLETON GROUP LLC TO DISPOSE THE FUNDS HELD BY APPLETON GROUP LLC ACCORDING TO SUCH DETERMINATION, AND IN THE CASE THE ONLINE TRANSACTION ADOPTS APPLETON GROUP LLC SUPPLEMENTAL SERVICES, APPLETON GROUP LLC MAY DISPOSE OF THE FUNDS HELD BY APPLETON GROUP LLC ACCORDING TO SUCH DETERMINATION. FURTHER, EACH OF BUYER AND SELLER SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST APPLETON GROUP LLC AND ITS AFFILIATES AND AGENTS.

10.4 Other Disputes. In case a Dispute arises between you and Appleton Group LLC in any other circumstances, if the Dispute is not resolved between you and Appleton Group LLC, you and Appleton Group LLC agree that the Dispute shall be finally resolved by arbitration in the United States of America.

10.5 UNITED STATES ARBITRATION. IF ANY DISPUTE IS SUBMITTED IN THE UNITED STATES FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES IN FORCE AT THE TIME OF APPLYING FOR ARBITRATION AS AMENDED BY THIS CLAUSE. THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH. THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES. THE ARBITRATION AWARD RENDERED BY THE TRIBUNAL SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.

10.6 Indemnification. If you initiate any legal proceedings against Appleton Group LLC or our affiliates in breach of this clause 10, including any legal proceedings disputing Appleton Group LLC’s determination which has become binding on you according to this clause 10, you shall hold Appleton Group LLC and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.

10.7 Limitation Period. In any event, you may not make any claim against Appleton Group LLC or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.

10.8 Injunctive Relief. Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

11. General Provisions

11.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Appleton Group LLC with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

11.2 Severance. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

11.3 Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

11.4 Independent Contractor. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

11.5 No Waiver. Any failure by Appleton Group LLC and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.

11.6 Assignment. Appleton Group LLC shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Appleton Group LLC may delegate certain of Appleton Group LLC rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign, in whole or part, this Agreement to any person or entity.