Terms & Conditions

1. Defined Terms

1.1 Company" will mean Global Pass Technologies, having its registered office at Navana Tower (8th Floor), Suite – 8B, 45 Gulshan Avenue, Gulshan – 1, Dhaka – 1212, Bangladesh along with its unit for the Company's website called theStocklot.com™ and where the context so requires, means and includes all Global Pass Technologies's officers, directors, employees and subsidiary, associate and affiliate entities, and/or business entities with whom Global Pass Technologies enters into a partnership or strategic or financial alliance.

1.2 "Agreement" shall mean this User Agreement and shall include the Member Registration Form duly completed, its attachment(s) and the terms and conditions stated herein and includes the documents incorporated by reference including the Illegal/Prohibited Content, Disclaimer, Warning against Fraud, Contract Form/Bill terms and conditions and such other documents that Company may in its absolute discretion add to the Site from time to time. It shall be deemed to have been executed at Dhaka, Bangladesh.

1.3 "Date of Commencement" of service i.e. live hosting of product is the date indicating the acceptance of the application by the User to the Service. It shall be specified by the Company in its notice to the User either through e-mail or conventional mail.

1.4 "Date of Termination" means the date when the User's subscription comes to an end. It shall be specified by the Company in its notice to the User either through e-mail or conventional mail.

1.5 “Illegal/Prohibited content" means the content Hosted on the Site which is either illegal or prohibited by law or both and includes content which has been specifically set forth on the Site as such.

1.6 "Party" or "Parties" means the User and/or the Company in reference to the context.

1.7 "Banner" means a service offered to a User wherein a graphic image is placed on the Site and used to advertise the product(s) and/or service(s) of the User and this graphic image is linked to the User's own website.

1.8 "Registration Data" is the database of all the particulars and information supplied by the User on initial application and subscription, including but not limited to the User's name, telephone number, mailing address, account and email address.

1.9 "Sensitive Personal Data/Information" means such personal information of a User which consists of information relating to:-

a) Password(s);

b) Financial information such as Bank account or credit card or debit card or other payment instrument details;

c) Physical, physiological and mental health condition;

d) Sexual orientation;

e) Medical records and history;

f) Biometric information; or

g) Any detail or information relating to the above clauses provided by User.

Provided that, any information that is freely available or accessible in public domain or furnished under the Right to Information Act, 2005 or any other law for the time being in force shall not be regarded as Sensitive Personal Data/ Information for the purposes of the Agreement.

1.10 "Services" means the Services provided by the Company to the User of the Site and includes the following facilities:

A) Services to the User wishing to post his contact details in the Seller Guide/Buyer Guide and/or other such directory services published in print or in other media by the Company

B) Services to the User who wishes to advertise and gain exposure for their business through On-line Catalogs, Customized Websites, Customized Header Catalog, Trade Leads, Trade Lead Ratings and/or Banners through the Site

C) Services to the User who wishes to insert advertisements at the Site

D) Services to the User who wishes to credit and financial information to entrepreneurs and/or obtains a credibility or trustworthiness of a User Company including through a Verification

E) Services to the User who wishes to obtain ready to use global tender information of all major global tenders;

F) Such other or further services that may be provided by the Company and/or theStocklot.com™ from time to time.

1.11 "Site" means theStocklot.com™ and includes any link which opens with the Site and unless repugnant to the subject and context thereof includes other websites operated by the Company.

1.12 "Trade Leads" is a service provided to a User wherein a User posts information about a particular product and/or service that he wishes to procure or sell on the Site.

1.13 "Verified" is a paid service offered to a User wherein the User permits the Company to undertake verification of its credibility, reliability and trustworthiness in the market.

1.14 "User" is defined as a person whether legal or juristic, or any corporate who makes use of the Site in any manner and includes all individuals and/or corporate members/subscribers who use the Services provided by the Site, whether or not for any payment. The term 'User' includes the User's successors and authorized officials of the User's business who have permission to use the Services on the Site on behalf of the User; and Users that obtain a trial membership to use the Site and User's that log in as a 'guest' to use the Site. Each registered User is given a unique User ID by the Site.

2. Prohibited Content & Consents

2.1 The Company DOES NOT permit a User to host, display, upload, modify, publish any information, transmit, update or share OR provide any services or data, information or any Illegal/Prohibited Content. The User hereby represents and warrants that it shall not display, list, upload, modify, publish any information, data or materials and/or transmit or share anything that:

A) Belongs to another person and to which the User does not have any right to

B) Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;

C) Harm minors in any way;

D) Contain fraudulent information or makes fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or Illegal/Prohibited items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;

E) Infringes any patent, trademark, copyright or other proprietary rights of any party;

F) Violates any law for the time being in force;

G) Is a part of a scheme to defraud other User(s) of the Site or for any other unlawful purpose;

H) Deceives or misleads the addressee about the origin of such messages;

I) Communicates any information which is grossly offensive or menacing in nature;

J) Relates to sale of products or Services that infringe or otherwise abet or encourage the infringement or violation of any third party’s copyright, patent, trademarks, trade secrets or other proprietary right or rights of publicity or privacy, or any other third party rights;

K) Impersonates another person;

L) Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; and/or codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;

M) Contains any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone’s privacy or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law or regulation;

N) threatens the unity, integrity, defence, security or sovereignty of any country or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting to any nation;

O) Is in contravention of the Information and Communication Act, 2006 (Amendment 2013) and any other law for the time being in force in Bangladesh;

P) Opens links directly or indirectly to or include descriptions of Goods or Services that are prohibited under the prevailing law; or

Q) Otherwise creates any liability or adverse publicity for the Company.

2.2 As a condition of use of the Service and the Site, the User warrants that it/they will not use the Site for any purpose that is unlawful or illegal under any law for the time being in force within or outside India or prohibited by these terms, conditions, and notices including both specific and implied. In addition the Site shall not be used in any manner, which could damage, disable, overburden, or impair it or interfere with any other party's use and/or enjoyment of the Site. The User shall refrain from obtaining or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

2.3 Listing of counterfeits, non-licensed replicas or unauthorized products is strictly prohibited on the site. Further no products can be advertised on the site without the explicit permission from the intellectual property right holder. It is clear inter-alia that all third party intellectual property rights are owned by the third party and not Global Pass/the site/its users.

2.4 By acceptance of this Agreement and these terms & conditions, the User hereby agrees that it has obtained all requisite consents, licenses, approvals and permissions from all requisite governmental and statutory authorities for the goods and services it shall Host on the Site.

3. Acceptance of Terms

3.1 The User acknowledges that He/She has read this Agreement prior to using of theStocklot.com™ and/or its Supplemental Services. Each time the User uses theStocklot.com™ and/or its Supplemental Services, he/she confirms that he/she agrees to be bound by the terms and conditions of this Agreement and any subsequent amendments or modifications as may be made from time to time.

3.2 As some or part of the theStocklot.com™ and/or its Supplemental Services may be supported and provided by affiliates of Global Pass Technologies, Global Pass Technologies may delegate some of the theStocklot.com™ and/or its Supplemental Services to its affiliates who the User agrees may invoice him/her for their part of the theStocklot.com™ and/or its Supplemental Services.

3.3 This Agreement may be amended by the COMPANY at any time by posting an updated version at theStocklot.com™ (the “Site”). The updated version of this Agreement shall take effect immediately upon posting. By continuing to use theStocklot.com™ and/or its Supplemental Services, the User agrees that the amended terms will apply to him/her.

4. Users’ Responsibilities

4.1 All Online or Offline transactions are concluded by and between Users only. User(s) shall complete Online Transactions in accordance with the theStocklot.com™’s (the “Site”) terms, rules and policies. User agrees not to hold theStocklot.com™ and/or its affiliates or agents liable for any Online/Offline Transaction or any products or services supplied under any Online/Offline Transaction.

4.2 You must register as a member on the Sites in order to access and use some Services. Further, theStocklot.com™ reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that theStocklot.com™ may impose in our discretion.

4.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. theStocklot.com™ may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.

4.4 theStocklot.com™ may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.

4.5 Some Services may be provided by theStocklot.com™’s affiliates on behalf of theStocklot.com™

8. Limitation of Liability

8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY thestocklot.com™ ON OR THROUGH THE SITES ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND thestocklot.com™ HEREBY 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. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, thestocklot.com™ MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES; theStocklot.com™ DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND thestocklot.com™ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES.

8.3 Any material downloaded or otherwise obtained through the Sites is done at each User's sole discretion and risk and each User is solely responsible for any damage to theStocklot.com™’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from theStocklot.com™ or through or from the Sites shall create any warranty not expressly stated herein.

8.4 The Sites may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall theStocklot.com™ and our affiliates be held liable for any such services or products.

8.7 theStocklot.com™ shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following.

i. The use or the inability to use the Sites or Services;

ii. Any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Sites;

iii. Violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defence or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;

iv. Unauthorized access by third parties to data or private information of any User;

v. Statements or conduct of any User of the Sites; or;

vi. Any matters relating to Services however arising, including negligence.

8.8 Notwithstanding any of the foregoing provisions, the aggregate liability of theStocklot.com™, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Sites or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to theStocklot.com™ or our affiliates during the calendar year and (b) the maximum amount permitted in the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Sites or Services must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Term of Use.

8.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not theStocklot.com™ has been advised of or should have been aware of the possibility of any such losses arising.

9. Force Majeure

9.1 Under no circumstances shall theStocklot.com™ be held liable for any delay or failure or disruption of the content or services delivered through the Sites resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

10. Intellectual Property Rights

10.1 theStocklot.com™ is the sole owner or lawful licensee of all the rights and interests in the Sites and the Site Content. The Sites and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Sites and Site Content shall remain with TheStoklot.com, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by theStocklot.com™ are hereby reserved.

10.2 “theStocklot.com”, “Global Pass Technologies”, “Global Pass” and related icons and logos are registered trademarks or trademarks or service marks of Global Pass Technologies, and “Member” “Premier Member" and related icons and logos are registered trademarks or trademarks or service marks of theStocklot.com™, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.

10.3 theStocklot.com™ may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.

11. Notices

11.1 All legal notices or demands to or upon theStocklot.com™ shall be made in writing and sent to theStocklot.com personally, by courier, certified mail, or facsimile to the following entity and address: theStocklot.com, House-64 (4th Fl.), Road – 1, Block – I, Banani, Dhaka – 1213, Bangladesh Attn: Legal Department. The notices shall be effective when they are received by theStocklot.com™ in any of the above-mentioned manner.

11.2 All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to TheStoklot.com, or by posting such notice or demand on an area of the Sites that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when.

a) theStocklot.com™ is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or

b) Immediately upon theStocklot.com™ posting such notice on an area of the Sites that is publicly accessible without charge.

11.3 You agree that all agreements, notices, demands, disclosures and other communications that TheStoklot.com sends to you electronically satisfy the legal requirement that such communication should be in writing.

12. General Provisions

12.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and theStocklot.com™ with respect to and govern your use of the Sites and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

12.2 theStocklot.com™ and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.

12.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

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

12.5 theStocklot.com™’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of theStocklot.com™’s right to act with respect to subsequent or similar breaches.

12.6 theStocklot.com™ shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of theStocklot.com™). You may not assign, in whole or part, the Terms to any person or entity.

12.7 All terms expressed herein shall be governed by the laws of Bangladesh without regard to its conflict of law provisions and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Dhaka.

13. If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.