Agreement to Terms of Website Use

These Terms and Conditions of Use ("Terms of Use") confirm the terms that will apply to any use by you of the Membership Area of the website owned and operated by SRCOM Clearing (the "Clearing House", "our", "we" or "us").

Please read these Terms of Use carefully before you start to use the Membership Area of the site (the "site"). By using or accessing the site, you indicate that you accept these Terms of Use as they apply to any use made of: (i) the site itself; (ii) the Content on the site (as defined below); or (iii) those services available on the site ("Services"). They apply to any use by any individual and any entity on whose behalf the individual accesses the site, Content and/or Services. In these Terms of Use each of such individual and entity separately are referred to as "you" or the "user". If you do not agree to these terms, you must not use the site, Content or Services.

You, as such individual: (i) agree to these Terms of Use on your own behalf and on behalf of any such entity; and (ii) must ensure you are authorized by any such entity prior to accessing the site, Content and Services and to agree to these Terms of Use on its behalf.

Accessing our Site

When using our site, you must comply with the provisions of our acceptable use policy: www.srcom.org ("Acceptable Use Policy").

You may only access the site if you have personally been duly issued with a user ID and password ("User Access Information"). If you have not personally been issued with User Access Information, you must not use the site.

You shall keep your User Access Information confidential, not disclose it to any other person and not use any other person's User Access Information in relation to the site, Content or Services. You shall not permit any other person to access the site, Content or Services under your User Access Information. You shall notify us by email to clearingsupport@srcom.org immediately you become aware of any unauthorized use of your User Access Information, or of any other breach of security concerning the site, Services or Content. You acknowledge that, unless we have received such notification, we may assume that any use of your User Access Information is made by you, and you shall be responsible for any such usage and any liability, loss or damage arising out of such usage.

You must operate reasonable security measures to protect any systems which you use in accessing or using the site or any Content or Services (including appropriate anti-virus protection and measures to prevent unauthorized access of your facilities).

Clearing House Members

All Clearing House members have entered into a written User License Agreement with us; the terms of which shall take precedence to the extent of any conflict or inconsistency between them and these Terms of Use.

Changes to Terms of Use

We reserve the right, at our sole discretion, to make changes or corrections, alter, suspend or discontinue any aspect of our site or the Content or Services, including your access to it and any changes to these Terms of Use, at any time. It is your responsibility as a user to check these Terms of Use for changes when you access the site. Your use of the site following the posting of changes to these Terms of Use will mean that you accept and agree to the changes.

Content

The materials, content and layout of our website are protected by copyright. You acknowledge that any content, including but not limited to text, data, information, graphics, interfaces, trademarks, logos, sounds, music, artwork, photographs and computer code, software, sound recordings, video, animations or other media material, (collectively "Content"), whether provided by us or other third party contributors, or electronically distributed, commercially produced information provided to you by us or other content providers or users is protected by copyright, trade mark, service mark, patents, database rights and other proprietary and intellectual property laws.

You acknowledge that all intellectual property laws and/or rights including without limitation trademarks, copyright, design, patent and database rights will be observed and upheld by you. All rights including the Content providers' moral rights are reserved. Unless conforming with the provisions for use detailed below, neither the whole nor any part of the Contents, software or layout of the site, or any associated websites, may be reproduced, stored in a retrieval system or transmitted in any form or by any means, including photocopying, recording or by electronic or digital transmission, without our prior written permission.

The site, Content and Services are the property of the Clearing House and its licensors. You may use the Content or Services purposely made available by us from the site, provided that you: (i) comply with any applicable Additional Terms (defined below); (ii) do not remove any proprietary notice in any copies of the Content or Services; (iii) use the Content or Services only for the proper purposes for which you and the entity on whose behalf you are acting are authorized and not for any other purpose or activity from which you would derive any commercial value; (iv) do not use such Content or Services for any purpose or activity which is unlawful; (v) do not disclose the Content or Services to any other party; (vi) make no modifications to any the Content or Services; and (vii) do not make any representations or warranties relating to any the Content or Services.

No Content may be reproduced, published or transmitted in any manner without our prior written consent. In particular, and without limitation, you may not without our prior written permission, form a database whether electronically or otherwise by systematically downloading or storing all or any of the Content of the site; redistribute or republish any Content; or link to the site including, without limitation, any linking in any way which frames or replicates the site or misleads any person regarding any association with the site, or us.

License

As long as you comply with these Terms of Use and our Acceptable Use Policy, we grant you a limited, non-exclusive, non-transferable right and license to access and use the site for the purpose of evaluating and/or using the Services and Content.

Viruses, Hacking and Other Offences

As a user you must not (and must not attempt to):

• gain or allow unauthorized access to;
• make or allow unauthorized use of;
• monitor any aspect of;
• interfere with the normal operation of;
• circumvent any security, home page, or other feature of or insert any link to;
• probe, scan or test the vulnerability of; or
• breach the security or authentication measures on;

any part of the site, Content or Services or any computer system or equipment on which they operate, or any server, computer or database connected to the site (including by using any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, or by any "hacking", "password mining", "framing" or otherwise).

You must not attempt to gain any information relating to any of our Clearing House members, or other user of, or visitor to the site, Content or Services, whether via the site or otherwise. You must not attempt to interfere with any other person's use of the site, Content, Services or connected systems or equipment, or any transaction being conducted on them.

You are solely responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the site and is compatible with the site. You also understand that we cannot and do not guarantee or warrant that any material available for downloading from the site will be free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.

You must not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the site, or of any of our, or our Clearing House members', systems or equipment, or any connected systems or networks.

You may not use the site, Content or Services for any purpose or activity (or to solicit the performance of any activity) that is unlawful, prohibited by these Terms of Use or our Acceptable Use Policy, or that infringes our rights or the rights of one of our Clearing House members.

User Provided Information

The site may include facilities allowing you to provide information or other materials on the site, or to communicate with the Clearing House via the site ("User Postings").

You must:

• only use such facilities as expressly permitted on the site;
• ensure your User Postings are complete, accurate and do not infringe any rights of any third party;
• ensure your User Postings are not unlawful, fraudulent, immoral, inappropriate nor defamatory of any third party and not otherwise capable of giving rise to any claim by any party against us or other users;
• ensure you are clearly, fully and accurately identified as the source of any User Posting and that there is no confusion as to the source of the User Posting;

We reserve the right to remove or alter all or any part of any User Posting posted to the site. You acknowledge that Internet transmissions may not be completely private or secure. You understand that User Postings and other communications between you and the Clearing House via the site or Services may be read or intercepted by others, even if transmissions are encrypted.

Additional Terms

Certain areas of the site, Content or Services may be subject to additional terms and conditions, as set out on the site ("Additional Terms"). Any such terms and conditions shall form part of these Terms of Use. If there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms shall prevail with respect to your use of those areas of the site, Content or Services.

Any support services provided via the site (such as the helpline) are provided solely for convenience and we are not responsible for them. Users choose to use them at their own risk. We cannot guarantee such support services will always be available via the site.

Links to Third Party Sites

This site may contain links to other independent third-party web sites, including other SRCOM sites ("Linked sites"). These links are provided solely for convenience. We have no control over such Linked sites and are not responsible for and do not endorse them or any information or content appearing on them. You use such Linked sites at your own risk.

Warranties, etc

The site, content and services are provided on an "as-is" "as-available" basis. We do not make any condition, warranty or other term that the site or any content or service will be:

• complete, accurate or error-free;
• available or uninterrupted;
• suitable for any particular purpose or capable of performing any function or providing any particular result;
• free of viruses, contamination or destructive features;

Save as expressly set out in these terms of use (including any applicable additional terms) we disclaim all conditions, warranties and/or other terms of any kind, express or implied, including any terms as to non-infringement, quality and fitness for purpose.

You must not use any content or services to make any investment decision or otherwise rely on any content or services.

Our Liability

To the extent permitted by law, we, other members of the SRCOM group of companies and third parties connected to us hereby expressly exclude any liability for any direct, indirect or consequential loss or damage incurred by you and/or the entity on whose behalf you are authorized in connection with the site or in connection with the use, inability to use, or results of the use of the site, linked sites, any Content posted on it, or Services provided on or via it, 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;
• wasted management or office time; and
• 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;

This does not affect our liability for death or personal injury arising from our negligence, or our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.

If, notwithstanding the other provisions of these terms of use, we are found to be liable to you for any damage or loss (including through negligence) which arises in any way out of, or is in any way connected with, your use of the site, any content or service, our liability (save as prohibited by applicable law) shall in no event exceed the greater of: (1) the total of any amounts paid by you to us in relation to the part of the site, content or service to which the claim relates in the six months prior to the date of the initial claim;

You must take steps to minimize any risk arising out of using the site, Content and Services, including checking any information or result obtained from the site, Content and Services or support services before relying on them and obtaining insurance in relation to any risks arising out of the use of the same.

Indemnity

You shall indemnify and hold the Clearing House, its affiliates and their respective officers, directors, shareholders, predecessors, successors in interest, employees and agents, ("Indemnified Parties"), harmless from any demands, loss, liability, actions, claims or expenses (including attorneys' fees), suffered by an Indemnified Party arising out of your use of the site, Content or Services.

If we take any legal action against you as a result of your breach of these Terms of Use, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to us.

Termination

We reserve the right, at any time, without notice and for any reason to modify, interrupt, suspend (temporarily or indefinitely) or terminate the operation of, or your access to, all or any part of the site, Content and/or Services.

At any time, without notice to you and in our sole discretion, we may suspend or terminate your right to access all or part of the site or any other of your rights under these Terms of Use: (i) for any act or omission by you or any other individual or entity using your passwords or user ID that the Clearing House, or one of our Clearing House members, in its sole discretion, believes violates applicable law or is harmful to the interests of any guest or registered user or other party using the site, Content or Services; or (ii) if you breach any term of these Terms of Use; or (iii) if we are unable to authenticate or verify any Personal Information you provide to us. Upon termination, all outstanding fees (if any) for Services rendered shall become immediately due and payable.

Personal Information

We process information about you in accordance with our privacy policy http://www.srcom.org. All such information collected by us shall be referred to in these Terms of Use as "Personal Information". By using our site, you consent to such processing of your Personal Information.

The following applies to any Personal Information you provide to us, for example during any registration or ordering process:

a. You authorize us to use, store or otherwise process any personal information which relates to and identifies you, including but not limited to your name and address, to the extent reasonably necessary to provide the Services which are available through the site by us, our Clearing House members, SRCOM group companies, associates, sub-contractors or other third parties.

b. If you choose to use the Services through the site then we may collect information into a file specific to you.

c. You must ensure that the Personal Information you provide is accurate and complete and that all ordering or registration details (where applicable) contain your correct name, address and other requested details. By using the site, you consent to such processing and you warrant that all data provided by you is accurate.

d. For more information about how we deal with your Personal Information, please read our Privacy Policy.

Our performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.

General

These terms of use and any dispute or claim arising out of or in connection with any of them or their subject matter or formation (including non-contractual disputes or claims), and your access to and use of the site, Content and Services, will be governed by Japanese law.

The courts of Japan will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

You must not bring any claim arising out of or relating to the site, Content or Services more than one (1) year after first accessing the site, Content or Services giving rise to the claim.

We administer and operate the site from Japan. In some jurisdictions, accessing or using any part of the site, Content or Services from outside of your jurisdiction may be unlawful or prohibited by local law or otherwise. You must ensure that your access to and use of our site, Content and/or Services is lawful and not prohibited by these Terms of Use, local law or otherwise. Any offer for any Content or Services made on the site is void where prohibited.

All limitations of our liability in these Terms of Use are separate and severable. If any provision of these Terms of Use is held by a competent court or tribunal to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use.

You must not attempt or purport to make counter-offers to these Terms of Use.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of your use of the Services.

These Terms of Use, together with the 'Privacy Policy' and 'Acceptable Use Policy' (including applicable Additional Terms but excluding any other terms, representations, promises or statements appearing on the site or in the Content or Services) on our site, contain the entire agreement between you and us. You acknowledge and agree that you have not entered into these Terms of Use in reliance on any statement, representation (whether innocent or negligent), assurance or warrant ('Representation') of any person (whether party to this agreement or not) other than as expressly incorporated in these Terms of Use, the 'Privacy Policy', 'Acceptable Use Policy' and any applicable Additional Terms. You agree that the only rights and remedies available to you arising out of or in connection with a Representation shall be for breach of contract as expressly provided in these Terms of Use and irrevocably and unconditionally waive any right or remedy you may have to claim damages and/or rescind these Terms of Use by reason of any misrepresentation (other than a fraudulent misrepresentation) not contained in these Terms of Business, the Privacy Policy or our Acceptable Use policy.

Any failure by us to enforce our rights or remedies under these Terms of Use or otherwise shall not be construed as a waiver by us of those or any other rights or remedies. These Terms of Use may only be amended by paper written agreement signed by authorized representatives of the parties.

These Terms of Use shall not confer any rights or remedies on any third parties, save that the SRCOM companies may enforce any rights granted or reserved to them under these Terms of Use directly against any User. No third party consent shall be required to vary or end these Terms of Use. All rights not expressly granted in these Terms of Use are reserved.