This agreement (the "Agreement") is made by and between Brac Informatics Centre Cayman Islands ("BIC") and you (the end user client, as an individual or business entity, in either case, "you"). The effective date of this Agreement is the date on which you register for online access via https://cap.secure.ky (the "Effective Date"). In consideration of the mutual agreements and covenants contained in this Agreement, the adequacy and sufficiency of which are acknowledged by the parties to this Agreement, BIC and you (the "Parties") agree as follows:
"The BIC Cayman Client Portal" or "Portal" means the software and the Portal provided by BIC at https://cap.secure.ky and any upgrades or new releases and related documentation whether in written or electronic form.
BIC provides this Portal for the use and convenience of our clients. BIC provides you a right to access and use the Portal pursuant to the terms of this Agreement.
By using the Portal, you are agreeing to all of the terms and conditions contained in this Agreement. If you do not agree to the terms and conditions of this Agreement, BIC is not willing to allow you to use the Portal. Your continued use of the Portal now, or following the posting of changes in the Terms & Conditions, will indicate acceptance by you of such Terms & Conditions, changes, or modifications.
You agree that title to, and all intellectual property rights in the Portal, underlying software, associated documents and all parts thereof will be and remain vested in and be the absolute property of the owner which owner shall be entitled to enforce those rights directly against you.
You agree not to violate the intellectual property rights of BIC or any third party in the use of this Portal.
BIC will adhere to their Internet Privacy Policy as stated at http://www.bic.ky.
You agree to indemnify and hold harmless BIC, its partners, parents, subsidiaries, affiliates, officers, directors, employees and agents from any and all claims, damages, costs, liabilities, expenses or lawsuits, including reasonable attorneys' fees, arising out of or in connection with your use of the Portal.
Although information that you transmit through the Portal may be password-protected and/or encrypted, BIC does not guarantee the security of any information transmitted or stored through the Portal. You agree to assume the security risk for any information that you transmit or store through the Portal and BIC and its agents and licensors specifically disclaim any liability arising in connection with any theft or other loss of your information transmitted or stored through the Portal.
The Parties will each keep confidential any proprietary information and/or any information obtained from the other in connection with this Agreement which is reasonably identified by either Party as commercially confidential or which is obviously confidential in nature and neither will divulge the same to any third party except such of its employees contractors and agents as may need to know the same for the purposes of the implementation of this Agreement. The obligations aforesaid shall not apply to any material or information which is in the public domain (other than as a result of a breach of this Agreement); or, already known to the receiving party, or, lawfully received from a third party and/or ordered to be disclosed by any court or other tribunal or regulatory authority of competent jurisdiction.
BIC MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PORTAL OR ANY CONTENT. BIC DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE PORTAL WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE PORTAL WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) THE QUALITY OF ANY PRODUCTS, PORTALS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PORTAL WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (IV) ERRORS OR DEFECTS WILL BE CORRECTED, (V) THE PORTAL OR THE SERVER(S) THAT MAKE THE PORTAL AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PORTAL AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BIC.
You are solely responsible for ensuring that each password or encryption key for the Portal is utilised only by you or, if applicable, by your authorised employees and agents. BIC and its agents or licensors shall have no liability for any loss, claim, damages or other liability that may arise from the unauthorised use of a password or an encryption key. If a password or an encryption key is lost or stolen, it is your responsibility to notify BIC of such loss or theft so that the password or encryption key can be deactivated and a new one assigned. If any of your employees or agents shall no longer be authorised to use a password or an encryption key it shall be your responsibility to notify BIC. BIC will use commercially reasonable efforts to effect password deactivation requests as soon as practicable after their receipt in writing from you or your representative.
Neither Party shall be liable to the other in respect of any matter arising out of or in connection with this Agreement in contract or tort or otherwise for any loss (whether direct or indirect) of profit, business, revenue, anticipated savings, goodwill or any loss or corruption of data, or any indirect or consequential loss or damage whatsoever.
The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
This Agreement is expressly made subject to any laws, regulations, orders or other restrictions on the export of the Portal from the Cayman Islands, which may be imposed from time to time under Cayman Islands law. Persons from or in certain restricted countries may be prohibited from using the Portal although BIC shall have no responsibility to verify whether any user or proposed user is such a person. You acknowledge that BIC may restrict any use of the Portals that BIC deems to be in violation of Cayman Islands export restrictions.
This Agreement is effective as of the Effective Date and shall remain in effect until it is terminated.
BIC may terminate this Agreement at any time without notice and for any reason, including, but not limited to, if BIC finds that you have violated any of the terms of this Agreement.
BIC reserves the right to change the Terms & Conditions of Portal at any time. By continuing to use this Portal after such changes, you agree to be bound by such changes. We recommend that you review this site periodically to ensure that you are aware of all changes.
Neither Party to this Agreement shall be deemed in default or liable to the other Party for any matter whatsoever for any delays in performance or from failure to perform or comply with the terms of this Agreement due to any cause beyond that Party's reasonable control including, without limitation, acts of God, acts of Government or other competent regulatory authority, telecommunications network operators, war or national emergency, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes and other industrial disputes (in each case, whether or not relating to that Party's workforce).
You shall not assign or transfer the benefit of this Agreement to any third party without the prior written consent of BIC.
BIC may assign or transfer the benefit of this Agreement to any third party and may subcontract the performance of all or part of the same.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, proposals, understandings and agreements whether written or oral relating to the subject matter of this Agreement.
Each of the Parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraudulent misrepresentation.
If any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be affected or impaired. In any such circumstances the Parties shall negotiate in good faith in order to agree the terms of a mutual satisfactory provision, achieving as nearly as possible the same commercial effect, to be substituted for the provision which is found to be invalid, illegal or unenforceable.
The failure or delay by either Party to this Agreement to exercise or enforce any right, power or remedy under this Agreement shall not be deemed to operate as a waiver of any such right, power or remedy; nor shall any single or partial exercise by either Party operate so as to bar the exercise or enforcement thereof or of any right, power or remedy on any later occasion.
Except as described in this Agreement or as may be agreed in writing between you and BIC, BIC may not disclose any personal information.
Your personal information will not be used for any purposes or disclosed to any persons, except as described in this Agreement or as may be agreed in writing between you and BIC.
Nothing in this Agreement shall create, or be deemed to create, a partnership between the Parties.
Save as provided by the terms of this Agreement a person who is not a party to this Agreement has no right to enforce any term of this Agreement.
This Agreement shall be treated as though it were executed and performed in the Cayman Islands, and shall be governed and construed in accordance with the laws of the Cayman Islands, without regard to conflict of law principles. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in the Cayman Islands. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial Portal of process.