ORYX GTL’s USER AGREEMENT

1. WARRANTIES

   Through the Vendor e-Registration, Vendor can participate in the transactions with ORYX GTL subject to the following;

   1. Vendor Represents And Warrants That It Is Duly Authorized To Consent To This User Agreement On Behalf Of Its Company;
   2. Can Form Legally Binding Contract Under Applicable Law; Has The Right To Grant The Intellectual And Intellectual Property Rights At Issue Under This User Agreement And That Such Grants Do Not Infringe The Rights Of Any Third Party; And Is a Commercial Business For Purposes Of Using the Vendor e-Registration.

2. USER ID AND PASSWORDS

   Vendor will be or has been provided by ORYX GTL with User ID and password (other than User ID and password for the use of the Vendor e-Registration); and therefore Vendor hereby agrees to :

   1. Solely be responsible for maintaining the confidentiality and security of the User ID and password provided by ORYX GTL for the use of the Vendor e-Registration, and may not disclose such User ID(s) and password(s) to any third party, and
   2. Fully be responsible for any and all activities, which occur under such User ID(s) and password(s) and in connection with its use or their uses.
   3. Vendor further agrees that Vendor will not permit others to access or use the Vendor e-Registration using such User ID(s) and password(s).

3. SIGNATURES

   If Vendor transmits document through the Vendor e-Registration as provided by ORYX GTL, such document shall be deemed “signed” and “executed” by the Vendor. Vendor hereby waives any defense to the enforceability of any contract formed as a result of the transmission of such document on the ground that it was not “signed” or “executed” by the Vendor.

4. REPRESENTATIONS AND WARRANTIES

   Vendor expressly understands and agrees that:

   • The Vendor e-Registration is provided on an "as is" and "as available" basis. ORYX GTL expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
   • ORYX GTL does not warrant the availability, timeliness, functionality, reliability, sequencing or speed of delivery of the Vendor e-Registration, and is not responsible for internet outages, hardware and/or software failures, downtime, force majeure event (including without limitation acts of God, strikes or other concerted acts of workers, bomb threats, fires, floods, explosions, riots, war and sabotage) and/or user errors.
   • Any material downloaded or otherwise obtained through the use of the Vendor e-Registration is done at Vendor’s own discretion and risk and Vendor will be solely responsible for any damage to Vendor computer system or loss of data that results from the download of any such material or any virus that may be contained therein.
   • In connection with Vendor uses of the Vendor e-Registration, Vendor agrees not to put any computer programs, information or data into the Vendor e-Registration and/or which contains any viruses or other computer programming routines that may damage, detrimentally interfere with, intercept or expropriate any system, data or information.
   • Vendor is responsible for implementing sufficient firewalls, protections, procedures and checkpoints to satisfy their particular requirements for the protection of their system and/or accuracy of data input and output, and for maintaining a means external to ORYX GTL for the reconstruction of lost data.

5. CONFIDENTIALITY

   • Each Party agrees (i) to treat the other’s information and data transmitted to the Vendor e-Registration as proprietary “Confidential Information” to the other, (ii) that it will not knowingly disclose to any person or entity not a party to this User Agreement, or use for its own or any such person’s or entity’s benefit, any Confidential Information belonging to the other Party to this User Agreement without the other Party’s prior written consent, and (iii) that it will use all commercially reasonable efforts to maintain the confidentiality of all Confidential Information of the other Party to this User Agreement and to prevent the unauthorized disclosure and dissemination of any of the Confidential Information. In no event will any Party hereto use less care to maintain the confidentiality of the other Party’s Confidential Information than it uses to maintain the confidentiality of its own information of equal importance.
   • Confidential Information, whether or not described above, does not include information that (i) is or becomes known to the public without fault or breach on the part of the Party to this User Agreement seeking to disclose it, (ii) the owning Party regularly discloses to third parties without restriction on disclosure, (iii) the Party to this User Agreement seeking to disclose it receives from a party other than a Party to this User Agreement without restriction on disclosure and without breach of a non-disclosure obligation, or (iv) is required by legal process to be disclosed; provided however, that the Party receiving such process will notify the other Party prior to such disclosure and will take such reasonable steps as the other Party may request to protect the confidentiality of the Confidential Information.
   • The provisions of this Article V shall survive the expiration or termination of this User Agreement, including but not limited to any discontinuance of or termination of Vendor’s access or use to the Vendor e-Registration.

6. PROTECTION OF INTELLECTUAL PROPERTY RIGHT

   The Vendor e-Registration is protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property rights. It is prohibited to quote or copy in part or in whole the content of the Vendor e-Registration without any prior written consent from ORYX GTL.

7. DISPUTES

   Vendor shall settle all disputes with its supplier(s) directly and not involve ORYX GTL in a Vendor's dispute, unless it becomes a necessary party. If ORYX GTL must respond to a subpoena from for records relating to Vendor use of the Vendor e-Registration, or must testify concerning that use, because of a dispute between Vendor and its supplier(s), Vendor will reimburse ORYX GTL for the time and reasonable expenses it incurs in responding to the demand, including without limitation, the time and expense (including reasonable legal fees) it incurs in searching and photocopying costs, reviewing documents, appearing at depositions or hearings and otherwise litigating issues raised by the demand.

8. NOTICES

   Except as explicitly stated otherwise or required by law, Vendor shall provide any notices to ORYX GTL by courier or postal mail to ORYX GTL, and ORYX GTL shall provide any notices to Vendor at the e-mail and/or courier/postal address that Vendor provides to ORYX GTL during registration or Vendor e-Registration process, or such other address as either Party shall specify in a notification in accordance with this section.

9. INDEMNIFICATION

   Without limiting the generality or effect of other provisions of the User Agreement, as a condition of use, Vendor agrees to indemnify, hold harmless, and defend ORYX GTL and its subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors acting in their capacity of providing services to ORYX GTL, agents and employees (collectively, "Indemnified Parties" and each, individually, an "Indemnified Party") against all costs, expenses, liabilities and damages incurred by any Indemnified Party in connection with any third party claims arising out of (a) such Vendor's usage hereunder and/or engagement in transactions on the Vendor e-Registration, including, but not limited to, failure of any products to meet specifications or breach of warranty, (b) such Vendor's failure to comply with any applicable laws and regulations (including without limitation those regarding the export/import of products or technology) or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase or sell the subject goods and services, (c) such Vendor's breach of any of its obligations set forth in this User Agreement; and (d) infringement claims asserted against ORYX GTL based on its use of Vendor's intellectual and informational property; and (e) such Vendor's agreements or transactions with ORYX GTL and/or its supplier(s). Vendor shall not settle any such claim without the written consent of the applicable Indemnified Party, which consent shall not be unreasonably withheld.

10. LIMITATION OF LIABILITY

    In no event shall ORYX GTL, nor any officer, affiliate, director, shareholder, agent, contractor or subcontractor acting in its capacity of providing services to ORYX GTL, or employee be liable to vendor or any third party for any direct, indirect, incidental, special, punitive, or consequential damages, or lost profits, earnings, or business opportunities, or expenses or costs, even if advised of the possibility thereof, resulting directly or indirectly from, or otherwise arising (however arising, including negligence) out of: the use of the Vendor e-Registration, including, but not limited to, damages resulting from or arising out of such vendor's reliance on the Vendor e-Registration, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions, eavesdropping by third parties, or any failure of performance of the Vendor e-Registration the termination or suspension of vendor's user id and password by ORYX GTL for the use of the Vendor e-Registration pursuant to this user agreement; the failure, or alleged failure, of any product or service purchased or transferred pursuant to the Vendor e-Registration to conform to any specifications or terms, whether published on the Vendor e-Registration; the breach, or alleged breach, of any warranty, express or implied, relating to any such product, service or shipment; or government restrictions, strikes, war, any natural disaster or force majeure, or any other condition beyond ORYX GTL’s reasonable control.

11. GOVERNING LAW AND SETTLEMENT OF DISPUTE

    • This User Agreement shall be governed by, interpreted and construed and enforced in accordance with the laws of the State of Qatar.
    • Any dispute controversy or claim arising out of or relating to this User Agreement or the breach thereof, which cannot be settled amicably by the Parties, shall be settled by the competent courts of the State of Qatar.

12. DURATION

    • Vendor agrees that this User Agreement shall govern the Vendor’s usage and participation of the Vendor e-Registration for the above mentioned purpose and shall be effective on the date this User Agreement is accepted by the authorized representative of the Vendor. Upon receiving the e-acceptance of the User Agreement, ORYX GTL will consider the granting of its consent to the Vendor for the usage and participation in the Vendor e-Registration. Any consent of ORYX GTL in relation to the usage and participation of the Vendor in the Vendor e-Registration will be at ORYX GTL’s sole discretion and shall be confirmed to the Vendor by courier mail or e-mail. Based on the above ORYX GTL’s confirmation to Vendor, ORYX GTL will issue User ID and password to Vendor.
    • Vendor agrees that ORYX GTL, in its sole discretion, may terminate Vendor’s User ID, or participation of any event of the Vendor e-Registration, and remove and discard any Vendor information within the Vendor e-Registration, for any reason, including, without limitation, for lack of use or if ORYX GTL believes that Vendor has violated or breached this User Agreement. ORYX GTL may also in its sole discretion and at any time discontinue the Vendor e-Registration, or any part thereof, with or without notice. Further, Vendor agrees that ORYX GTL shall not be liable to Vendor or any third party for ORYX GTL’s decision to suspend, discontinue or terminate Vendor’s access or use of the Vendor e-Registration and/or for any ORYX GTL’s request for suspension, discontinuance or termination of Vendor‘s access.
    • Unless expressly stated under this User Agreement, any termination of the User Agreement shall not relieve the Party of any obligation accrued hereunder before the effective date of such termination, or affect Party's rights obtained hereunder.

13. MISCELLANEOUS PROVISIONS

    This User Agreement constitutes the entire agreement and understanding between the Parties with respect to the Vendor's access and use of the Vendor e-Registration for the purpose of supplying goods and/or services to ORYX GTL, and supersedes and replaces any and all prior written or verbal agreements. Headings are for reference only. A Party's failure to insist upon or enforce strict performance of any provision of the User Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between Vendor and ORYX GTL nor trade practice shall act to modify any provision of the User Agreement. If any particular provision of the User Agreement is held to be invalid or unenforceable, such determination shall not affect any other provision of the User Agreement which shall remain in full force and effect. In addition, if any provision contained in the User Agreement shall for any reason be held to be excessively broad as to activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law. This User Agreement may not be assigned or transferred to third parties by Vendor without prior written permission from ORYX GTL.

"I HAVE READ, UNDERSTOOD, AND HEREBY ACKNOWLEDGE AND AGREE TO ABIDE BY THIS USER AGREEMENT AND THE TERMS AND CONDITIONS CONTAINED HEREIN."