You must read these Terms of Use carefully before accessing and/or using any part of the Platform, CnerG Website or Platform Functionality/Services/News Services.
CnerG Platform Terms of Use (the “Terms of Use”) describe terms and conditions governing the access to and use of the online tools and services (the “Services”) that CnerG (the “Company”) offers to the user and the user’s company (collectively, the “Client”). By creating and activating an account for the use of the Platform, the Client agrees to the following terms and conditions.
By accessing and/or using any part of the Platform or Platform Functionality/Services, you affirm that you
are over eighteen (18) years old and you acknowledge and agree that, by accessing and/or using any part of
the Platform or Platform Functionality/Services, you are entering into a legally binding
agreement/contract with CnerG, individually and on behalf of all other persons and entities for whom/which
you act or purport to act, including, without limitation, your employer(s), which agreement/contract
consists of all terms and conditions set forth in these Terms of Use, and that you understand and agree
that you and all persons and entities for whom/which you act or purport to act must comply with them and
are legally bound thereby.
If/to the extent that you access and/or use, or purport to access and/or
use, any part of the Platform or Platform Functionality/Services on behalf of one or more other persons or
entities, including, without limitation, your employer(s), then, by accessing and/or using any part of the
Platform or Platform Functionality/Services, you affirm that you are authorized to do so and otherwise to
act on behalf of such other person(s) and entity(ies), to the effect that such other person(s) and
entity(ies) are entering into a legal agreement/contract with CnerG consisting of all terms and conditions
set forth in these Terms of Use. As a result, for example, if you access and/or use any part of the
Platform or Platform Functionality/Services as part of your employment, the person(s) and entity(ies) by
which you are employed also shall be responsible for your and their compliance with these Terms of Use,
and such person(s) and entity(ies) by which you are employed also shall assume and undertake the
performance of all obligations set forth in these Terms of Use; and, in turn, CnerG also will pursue
claims based on your and their non-compliance with these Terms of Use, and otherwise enforce its rights
hereunder, against such person(s) and entity(ies) by which you are employed. Any and all references to
“you” hereinbelow shall refer collectively and interchangeably to you, individually/personally, and to
each such other person and entity.
To the extent not prohibited under applicable law (which phrase,
as used in these Terms of Use, includes any and all applicable international, national, state, local or
equivalent statutes, regulations, ordinances, common law, and other forms of laws, without exclusion), you
hereby waive any right you may have to request or require a more formal signature (electronic,
non-electronic or otherwise) or the delivery or retention of a hardcopy agreement/contract or other record
whatsoever. If you do not agree to be bound by the entirety of these Terms of Use, you may not access or
use any part of the Platform or Platform Functionality/Services.
In the event of an unequivocal conflict between these Terms of Use and a separate written agreement between/among you and CnerG that expressly and unequivocally is intended by the parties to modify/supersede these Terms of Use or otherwise govern your use and access to the Platform or Platform Functionality/Services, the terms and conditions of the latter shall control.
Subject to the entirety of these Terms of Use (including, without limitation, the Access/Use Restrictions in section 4 below and the Ownership Rights in section 5 below), CnerG grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access/use certain parts of the Platform and Platform Functionality/Services. CnerG will assign/provide to you, for your use only, a username and password and/or other log-in credentials through the use of which you will be able to access/use certain parts of the Platform and Platform Functionality/Services. You shall not attempt any access to/use of any part of the Platform or Platform Functionality/Services beyond that/those clearly and unequivocally authorized and intended by CnerG. You shall not permit or otherwise enable any other person or entity to use your username or password in order to access/use any part of the Platform or Platform Functionality/Services, or for any other purpose.
Without in any way expanding the foregoing, and without limiting any other limitation/restriction on your
access to/use of the Platform and Platform Functionality/Services, you may not and shall not: (i) license,
sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially
exploit or make the Platform or Platform Functionality/Services available to any third party, except if/as
otherwise expressly set forth in these Terms of Use; (ii) use the Platform or Platform
Functionality/Services to harass, threaten or cause damage or injury to any person or property; (iii) use
the Platform or Platform Functionality/Services to publish, send or store any material that is infringing,
false, defamatory, obscene or otherwise illegal or tortious or that violates any privacy rights; (iv) send
or store malicious code; (v) interfere with or disrupt the integrity or performance of the Platform or
Platform Functionality/Services; (vi) attempt to gain, for yourself or a third party, unauthorized access
to and/or use of any part of the Platform or Platform Functionality/Services, or the Platform’s or
Platform Functionality/Services’ related systems or networks; (vii) perform or disclose any benchmarking,
availability or performance testing of the Platform or Platform Functionality/Services; (viii) upload or
distribute, in any way, any files that contain a Virus (as defined below), “worm,” “Trojan horse,”
corrupted file, or any other similar program software that may damage the operation of CnerG’s or
another’s device(s) or network(s); or (ix) use any device, software or routine to, or to attempt to, or
otherwise attempt to, interfere with the proper functioning of the Platform or Platform
Functionality/Services. You shall not reverse engineer, decompile or disassemble the Platform or Platform
Functionality/Services, or otherwise attempt to discover or copy the source code for the Platform, the
Platform Functionality/Services or any components thereof, nor shall you permit or otherwise enable any
third party to do so. You may not reproduce or copy the Platform or Platform Functionality/Services, in
whole or in part. You agree that you shall not use or permit to be used the Platform or Platform
Functionality/Services in any time critical or mission critical or legal function or usage. Any and all
access to/use of the Platform and/or any Platform Functionality/Services by you or any other person or
entity (other than CnerG) is for informational purposes only and subject to applicable law. You shall not
alter or obscure proprietary or trademark notices on any screens, data or reports generated by or through
the Platform or Platform Functionality/Services.
In addition to the foregoing restrictions, you
acknowledge and agree that you are obligated to make commercially reasonable efforts to avoid introducing
into the Platform, the Platform Functionality/Services and CnerG’s other devices, networks and systems
software code designed or known to disrupt, damage or interfere with devices, networks, systems, software,
data, etc. (a “Virus“). Such efforts shall include, at a minimum and without limitation, the use of
commercially reasonable Virus protection, firewall and security software, and CnerG reserves the right to
demand that you provide proof of same in a form reasonably acceptable to CnerG and the right to terminate
your access to/use of the Platform and Platform Functionality/Services absent such proof.
You
acknowledge and agree that CnerG has not and shall not be deemed to have assumed any duty or obligation to
any third party, including, to the extent applicable, but without limitation, any of your employers,
subsidiaries, parent companies or other affiliates, any of your or their shareholders, partners, members,
directors, officers, personnel, creditors or clients/customers, or any third-party beneficiary. No rights
are granted to you or to any third party other than if/as expressly set forth in these Terms of Use or
otherwise agreed to in writing executed by CnerG.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS
CNERG AND ALL CNERG AFFILIATES FOR/FROM ANY AND ALL LOSSES ARISING FROM OR RELATED TO YOUR GRANTING ACCESS
TO/USE OF THE PLATFORM OR PLATFORM FUNCTIONALITY/SERVICES TO THIRD PARTIES, INTENTIONALLY OR
UNINTENTIONALLY, INCLUDING THROUGH THE UNAUTHORIZED USE OF YOUR LOG-IN CREDENTIALS OR ARISING FROM OR
RELATED TO YOUR ACCESSING/USING THE PLATFORM OR PLATFORM FUNCTIONALITY/SERVICES CONTRARY TO OR BEYOND YOUR
RIGHTS HEREUNDER, OR OTHERWISE ARISING FROM OR RELATING TO YOUR USE/ACCESS OF/TO THE PLATFORM AND/OR
PLATFORM FUNCTIONALITY/SERVICES.
The News section of our platform serves as a conduit for informative content, specifically focused on the
dynamic landscape of green energy, the certificate and the carbon market. As part of our commitment to
delivering comprehensive information, we collaborate with third parties to provide articles, insights, and
opinions within this segment.
We emphasize that the information disseminated through this section is
intended for informational purposes only and should not be considered personalized advice or an
endorsement of any specific course of action. While we strive to ensure the accuracy and reliability of
the information shared in the News section, we unequivocally absolve ourselves from any liabilities,
responsibilities, or consequences that may arise from actions taken based on the advice or opinions
articulated by that service. Users engaging with the content within the News section do so at their own
discretion and risk. We strongly encourage users to conduct their own research, seek professional advice,
or consult relevant experts before making any decisions or implementing changes based on the information
provided in this segment.
It is crucial to note that our platform shall not be held accountable or
liable for any direct or indirect damages, losses, or inconveniences incurred as a result of reliance on
the content, opinions, or recommendations furnished within the News section. Users are reminded that the
information presented may be subject to change, inaccuracies, or omissions, and therefore, should not be
solely relied upon without additional verification or corroborative sources.
By accessing and
utilizing the News section, users agree to indemnify and hold harmless our platform, its affiliates,
employees, officers, and agents from any claims, demands, or actions arising out of or related to their
use of the information provided within this segment.
While we endeavor to provide a robust and
informative platform, users are encouraged to exercise caution, critical thinking, and due diligence when
interpreting and acting upon the content featured in the News section. Our platform shall not be deemed
responsible for any decisions or outcomes resulting from the consumption or implementation of the
information provided therein.
Our platform facilitates a dedicated chat feature aimed at enabling users to engage in discussions,
negotiations, and transactions pertaining to the trading of clean energy certificates and carbon offsets.
This interactive tool serves as a marketplace for users to connect, discuss opportunities, and conduct
transactions related to these environmentally significant instruments.
Users participating in the
chat feature for trading clean energy certificates and carbon offsets assume full responsibility for their
interactions, negotiations, and transactions. It is imperative for users to conduct themselves ethically
and in compliance with all applicable laws, regulations, and industry standards. We encourage transparent
and honest communication while refraining from engaging in deceptive, fraudulent, or misleading practices.
Users are advised to exercise due diligence and verify the credibility of counterparties before engaging
in any trade or transaction.
The discussions, negotiations, or transactions conducted within the chat
feature for trading clean energy certificates and carbon offsets are independent actions of the
participating users. Our platform expressly disclaims any responsibility or liability for the accuracy,
legality, completeness, or consequences resulting from these interactions. Users engaging in trading
activities do so at their own risk and discretion.
By utilizing the chat feature for trading clean
energy certificates and carbon offsets, users affirm their commitment to adhere to our Terms of Use,
Privacy Policy, and any specific guidelines or regulations governing trading activities on the platform.
Non-compliance with these standards may result in the suspension or termination of access to the chat
feature or the platform as a whole.
The User is responsible for any data, document, contract or any information, content or material (jointly “User Data”) transmitted through, uploaded, shared, exported, downloaded or otherwise provided to, via, from or through the Platform by the User (including any user granted access to the Platform by the User). By providing or transmitting the User Data, the User represents and warrants to CnerG that the User has the legal rights and/or the User has obtained all required licenses and permissions from any necessary third party, to share, upload or transmit any data, document, contract or information to any third party, subsidiary or another User selected by the User. While we endeavor to maintain a secure environment, users are advised to exercise caution and discretion when sharing sensitive information or conducting transactions. CnerG shall not be held responsible for the consequences of User-to-User interactions or User-to-third party information sharing.
Subject only to the very limited rights expressly granted to you above, CnerG, and, to the extent applicable, its third-party licensors (which may include, without limitation, CnerG’s Affiliates), reserve(s) all ownership, intellectual property and other rights, title and interest in and to the Platform and Platform Functionality/Services, including, but not limited to, any process or software comprising elements of the Platform or Platform Functionality/Services (e.g. source code), derivative works thereof, related work product, algorithms, documentation, licensed materials, as well as anything else developed or delivered by or on behalf of CnerG. In addition, unless expressly stated otherwise in a written agreement executed by CnerG, CnerG shall own all rights to any resultant data generated by your access to or use of the Platform or Platform Functionality/Services. Without limiting the foregoing, CnerG shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Platform or Platform Functionality/Services any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Platform or Platform Functionality/Services.
ANY AND ALL RIGHTS TO ACCESS OR USE OF THE PLATFORM OR PLATFORM FUNCTIONALITY/SERVICES THAT CNERG GRANTS
TO YOU HEREUNDER ARE “AS IS.” NEITHER CNERG, NOR, TO THE EXTENT APPLICABLE, ITS THIRD-PARTY LICENSORS,
MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE PLATFORM OR PLATFORM
FUNCTIONALITY/SERVICES (OR YOUR ACCESS THERETO OR USE THEREOF), OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF DESIGN, FITNESS FOR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR ANY
WARRANTY OR STATUTORY RIGHTS THAT MAY, OR MAY BE ALLEGED TO, ARISE FROM A COURSE OF DEALING, COURSE OF
PERFORMANCE OR INDUSTRY/TRADE USAGE, AND, FURTHER, CNERG EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES
OR STATUTORY RIGHTS TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW. By way of example, but without
limitation, CnerG does NOT represent or warrant that: data or other information related to the Platform or
Platform Functionality/Services (whether generated/provided by CnerG, you or a third party) is accurate;
the Platform or Platform Functionality/Services will meet your requirements; the Platform or Platform
Functionality/Services may be accessed or used with/in combination with any particular computer/device or
network hardware, software, system, etc. (whether that of CnerG, you or a third party); or your access to
or use of the Platform or Platform Functionality/Services will be uninterrupted or free from third-party
hacking or other similar third-party conduct intended to disrupt access to and/or use of the Platform or
Platform Functionality/Services and/or to gain unauthorized access to the Platform or other
platforms/systems. In turn, and without in anyway limiting any other limitation on CnerG’s, CnerG’s
Affiliates’ or, to the extent applicable, its third-party licensors’ (which, again, may include its
Affiliates) liability, you acknowledge and agree that neither CnerG, nor CnerG’s Affiliates’, nor, to the
extent applicable, its third-party licensors, shall be held liable or otherwise are responsible in
connection with any of the foregoing. You further acknowledge and agree that the internet is not an error
free network and that the internet and any portion thereof, and, in turn, the Platform and Platform
Functionality/Services, may become wholly or partially inaccessible, inoperable, unusable and/or otherwise
fail at any time, and that intended internet transmissions/transactions may not be able to be completed
and/or may contain errors or omissions, and you acknowledge that neither CnerG, nor CnerG’s Affiliates,
nor, to the extent applicable, its third-party licensors, shall be liable or otherwise responsible for
same.
Although CnerG, at its sole discretion, may elect to make updates and/or fixes to the Platform
or Platform Functionality/Services, you acknowledge and agree that CnerG has no obligation whatsoever to
do so.
EXCEPT TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW, NEITHER CNERG NOR CNERG’S AFFILIATES SHALL BE LIABLE
OR OTHERWISE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE/LOSS RESULTING DIRECTLY OR INDIRECTLY
FROM OR OTHERWISE RELATED TO THE PLATFORM OR PLATFORM FUNCTIONALITY/SERVICES (INCLUDING, WITHOUT
LIMITATION, YOUR ACCESS OR USE THEREOF OR INABILITY TO ACCESS OR USE SAME, OR THE PERFORMANCE OR
NON-PERFORMANCE THEREOF), INCLUDING, FOR EXAMPLE, BUT WITHOUT LIMITING THE FOREGOING, ANY SPECIAL,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES BASED ON CLAIMS RELATED TO THE PLATFORM
OR THE PLATFORM FUNCTIONALITY/SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF CNERG HAS BEEN
EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY LOSS OF REVENUES, LOSS OF PROFITS, LOSS
OF BUSINESS, LOSS OF DATA OR INFRINGEMENT ARISING FROM OR RELATING TO YOUR ACCESS TO OR USE OF, OR
INABILITY TO ACCESS OR USE, THE PLATFORM OR PLATFORM FUNCTIONALITY/SERVICES, OR THE PERFORMANCE OR
NONPERFORMANCE THEREOF.
IF YOU OBJECT TO ANY PROVISION OF THESE TERMS OF USE OR ANY SUBSEQUENT
MODIFICATIONS HERETO, OR BECOME DISSATISFIED WITH THE PLATFORM OR PLATFORM FUNCTIONALITY/SERVICES IN ANY
WAY, YOUR ONLY RECOURSE IS TO DISCONTINUE ACCESS TO/USE OF THE PLATFORM AND PLATFORM
FUNCTIONALITY/SERVICES.
TO THE EXTENT THE FOREGOING LIMITATIONS ON LIABILITY, OR ANY OTHER LIMITATION
ON LIABILITY SET FORTH IN THESE TERMS OF USE, ARE HELD BY A COURT OR OTHER TRIBUNAL OF COMPETENT
JURISDICTION TO BE UNENFORCEABLE AS WRITTEN, THEN, IN ACCORDANCE WITH HEREINBELOW, THEY SHALL BE
ENFORCEABLE AND ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND, TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW, IN NO EVENT SHALL CNERG’S AND/OR CNERG’S AFFILIATES’ AGGREGATE/TOTAL LIABILITY TO
YOU IN RELATION TO THE PLATFORM OR PLATFORM FUNCTIONALITY/SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR
ACCESS OR USE THEREOF OR INABILITY TO ACCESS OR USE SAME, OR THE PERFORMANCE OR NON-PERFORMANCE THEREOF)
EXCEED EUR 400.000 OR AN EQUIVALENT AMOUNT IN ANOTHER CURRENCY.
Without in anyway limiting the remaining limitations on CnerG’s and CnerG’s Affiliates’ liability and responsibility set forth herein, neither CnerG, nor CnerG’s Affiliates shall be liable in any way because of any delay or failure in performance due to circumstances or causes beyond its control, which shall be deemed to include, without limitation, strike, lockout, embargo, epidemic or other outbreak of disease, riot, war, act of terrorism, flood, fire, act of God/nature, accident, failure or breakdown of components necessary for completion, Client, subcontractor or supplier delay or non-performance, inability to obtain or shortages in labor, materials, protective gear, other supplies, or manufacturing facilities, compliance with any law, or circumstances or conditions which in the discretion of CnerG may pose a material risk to the health or safety of the employees of CnerG, its Affiliates or its subcontractors.
You may be required by law to report information derived from your access to/use of the Platform or Platform Functionality/Services to certain agencies and/or others. CnerG is not responsible for advising you about your reporting obligations, and you agree that you shall be responsible for all such reporting. To the extent CnerG has an independent duty to report, it may endeavor, but is not obligated, to provide you with advance notice before doing so.
CnerG and/or persons/entities acting on CnerG’s behalf may collect statistical and/or other data/information related to your access to and/or use of the Platform or Platform Functionality/Services (“Usage Data”) consistent with the privacy disclosures/notices within the Platform Privacy Policy and these Terms of Use. Without limiting CnerG’s use of data/information in accordance with the Platform Privacy Policy, you expressly and specifically acknowledge and agree that CnerG may utilize and disclose all fully anonymized Usage Data (whether received in de-identified form or so rendered by CnerG) regarding the Platform or Platform Functionality/Services for any purposes in connection with CnerG’s business, including, but not limited to, product development, benchmarking, operations, marketing and research and analytical purposes. As between you and CnerG, CnerG shall own all intellectual property rights in anything created by CnerG utilizing Usage Data. In addition, CnerG reserves the right to otherwise monitor the Platform and Platform Functionality/Services to facilitate operation of the Platform and Platform Functionality/Services, to help resolve service requests, to detect and address threats to the functionality, security, integrity and availability of the Platform and/or Platform Functionality/Services, as well as any content, data or applications on or related to the Platform and/or Platform Functionality/Services, to validate your compliance with these Terms of Use, and to detect and address illegal or improper acts or misuse. You agree that CnerG’s monitoring of the Platform and/or Platform Functionality/Services (including your usage) does not impose any obligation or responsibility on CnerG to monitor your or any third party’s usage of the Platform and/or Platform Functionality/Services, or otherwise.
a. Bribery, Corruption and in General. You agree, represent and warrant that you are in
and will maintain compliance with and take reasonable measures to ensure that your personnel,
subcontractors, agents and others subject to your control or determining influence are in and maintain
compliance with all applicable law, including specifically, but without limiting the foregoing, those
relating to bribery or corruption, and that you will inform CnerG without undue delay if you or any of
them have been or are hereafter investigated for or charged with bribery, corruption or similar conduct by
any agency or tribunal of competent jurisdiction (e.g., under the US Foreign Corrupt Practices Act or UK
Bribery Act). You also agree, represent and warrant that you are in and will maintain compliance with and
take reasonable measures to ensure that your personnel, subcontractors, agents and others subject to your
control or determining influence are in and maintain compliance with the standards provided in the
conventions of the United Nations and OECD Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions, to the extent applicable.
b. Termination/Indemnification for Non-Compliance with Laws. Without limiting any other
of CnerG’s rights to terminate set forth herein or otherwise, CnerG may terminate your use of/access to
the Platform and Platform Functionality/Services/Platform technology and all other agreements and
relationships with you effective immediately and without liability or obligation whatsoever, if:
i. you, your personnel, subcontractors, agents or others subject to your control or determining influence
engage in bribery, corruption or similar conduct, or are charged with such conduct by any agency or
tribunal of competent jurisdiction;
ii. CnerG determines, in its sole and absolute discretion, that, by continuing to provide to you access
to/use of the Platform or Platform Functionality/Services/Platform technology or otherwise maintain its
relationship with you would contravene, or risk contravening any applicable international, national,
state, local or equivalent law or
iii. any transaction related to the Platform, Platform Functionality/Services/Platform technology or the
terms under which you are granted access thereto, including, without limitation, these Terms of Use, is
withheld, refused, declined or otherwise prevented by any of CnerG’s or its Affiliates banks or if CnerG
determines in good faith that its credit facilities or other banking relationships may be materially
adversely impacted based on concerns that you have engaged in conduct inconsistent with the text or spirit
of this paragraph.
In addition, you agree to indemnify and hold harmless CnerG and its Affiliates from any claims, damages,
liabilities, penalties, costs, fees, expenses and other losses whatsoever incurred as a result of:
i. you engaging in bribery, corruption or similar conduct, or being charged with such conduct by any
agency or tribunal of competent jurisdiction;
ii. you failing to comply with your obligations under this Terms of Use;
You shall be responsible for all sales taxes, use taxes, value added taxes, duties, levies, and similar taxes or impositions imposed by any taxing authority/jurisdiction in relation to your access to/use of the Platform and/or Platform Functionality/Services. To the extent that your access to/use of the Platform and/or Platform Functionality/Services constitute products or services provided/performed in a country where CnerG has no permanent establishment, you shall pay (or reimburse CnerG for) all withholding taxes or similar impositions imposed by any taxing authority/jurisdiction in relation to your access to/use of the Platform and/or Platform Functionality/Services.
a. Right to Modify and Terminate. CnerG reserves the right to, at any time, (i) modify
these Terms of Use (including, without limitation, the Platform-Terms Landing Page) without advance notice
(except that advance notice will be provided where required by applicable law), (ii) discontinue or
otherwise modify any part of the Platform and/or Platform Functionality/Services, including your access
thereto/use thereof and/or (iii) terminate these Terms of Use and your access to and use of the Platform
and/or Platform Functionality/Services without advance notice (except that advance notice will be provided
where required by applicable law), with or without cause and regardless of whether or not based on a
specific reservation of the right to terminate stated elsewhere herein, and CnerG shall not be liable to
you or any third party for any of the foregoing.
b. Effect of Modification. Modification of these Terms of Use (again, including, without
limitation, the Platform-Terms Landing Page) by CnerG will be effectuated by updating them and, where
required by applicable law, providing advance notice of such modification. Such modification will be
effective immediately upon update, and your continued use of any part of the Platform or the Platform
Functionality/Services thereafter shall constitute your acceptance of those modifications. Thus, you
should access and review these Terms of Use regularly.
c. Effect of Termination. Neither expiration nor termination of these Terms of Use shall
terminate your obligations or CnerG’s rights under these Terms of Use which, by their nature, are intended
to survive such expiration or termination.
Any notices given to you hereunder will be sent to the email address associated with your use of the Platform and Platform Functionality/Services or directly to your account on the Platform or any similar means.
The failure by CnerG to insist upon strict compliance with any provision of these Terms of Use shall in no way constitute a waiver of any of your obligations or CnerG’s rights hereunder, whether at law or in equity, including, without limitation, the right to insist on strict compliance thereafter.
Except to the extent of assignment rights guaranteed by applicable law, your obligations and rights hereunder are not assignable. CnerG’s obligations and rights hereunder, on the other hand, are freely assignable without notification or restriction.
Nothing contained herein shall be construed as creating an agency, joint venture, partnership or similar relationship between you and CnerG, unless stated in a different legal instrument.
If/to the extent any provision of these Terms of Use is held to be unenforceable by a court or other tribunal of competent jurisdiction, such provision shall be enforced to the maximum extent allowed by law consistent with the terms hereof and the remainder of these Terms of Use shall continue in full force and effect.
These Terms of Use, any and all other terms and conditions governing your access to or use of the Platform and/or Platform Functionality/Services and your access to and use of the Platform and/or Platform Functionality/Services in general shall be construed under/governed by the laws of Singapore, without regard to the conflict of laws rules of that jurisdiction or any other jurisdiction.
Contents are provided for general information purposes only and do not constitute an offer to sell or a
solicitation of an offer to buy any security of Samsung Electronics Co., Ltd. ("SECL") or its affiliates
("Security") in any jurisdiction. SECL does not intend to solicit and IS not soliciting, any action with
respect to any Security or any other contractual relationship with SECL. Nothing in this website or the
Contents thereof, individually or taken in the aggregate, constitutes an offer of securities for sale or a
solicitation of an offer to buy any security in the United States, the United Kingdom, Hong Kong,
Singapore or Japan or to US persons, or in any other jurisdiction in which such an offer or solicitation
is unlawful.
The Contents of this section have not been approved or disapproved by any securities commission or
regulatory authority in the Republic of Korea (hereinafter, "Korea") or any other jurisdiction, and SECL
expressly disclaims any duty on SECL to make disclosure or any filings with any securities commission or
regulatory authority, beyond that imposed by applicable laws. The Contents of this section are neither
sufficient for, nor intended by SECL to be used in connection with, any decision relating to the purchase
or sale of any existing or future Securities. SECL is not, does not intend to, and will not provide
financial, investment, tax, legal, or accounting advice. Investors considering the purchase or sale of any
Securities should consult with their own independent professional advisors.
The Contents of this section and certain pages of the website contain information and documents that
relate to securities that have not been registered, and will not be registered, for sale in the United
States, or with any securities regulatory authority of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged or delivered, directly or indirectly, in or into the
United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the
U.S Securities Act of 1933 (the "Securities Act"), as amended) except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act and applicable state
securities laws. Such securities may also be subject to US tax law requirements. There will be no public
offering of the Securities referred to in this section or any other page of the website in the United
States. The Contents of this section, information contained in these pages, any opinion expressed therein
and Other Contents of this website are provided solely for general information purposes and do not
constitute a sale, offer for sale of, or solicitation of an offer to buy, any securities in any
jurisdiction.
This website and platform do not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation of any security or any other product or service by CnerG Co., Ltd and its affiliates or any other third party regardless of whether such security, product or service is referenced in this brochure. Furthermore, nothing in this website is intended to provide tax, legal, or investment advice and nothing in this website should be construed as a recommendation to buy, sell, or hold any investment or security or to engage in any investment strategy or transaction. CnerG does not represent that the securities, products, or services discussed on this website are suitable for any particular investor. You are solely responsible for determining whether any investment, investment strategy, security or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your business advisor, attorney, or tax and accounting advisor regarding your specific business, legal or tax situation.
Published: December 2023