Terms and Conditions for Business

The terms and conditions stated herein (collectively, the “Agreement”) constitute a legal agreement between you and Safe Arrival DMCC, a DMCC company (the “Company and/or We”). In order to use the Service and the associated Software you must agree to the terms and conditions that are set out below. By using or receiving any services supplied to you by the Company (collectively, the “Service”), and downloading, i nstalling or using any associated software supplied by the Company which purpose i s to enable you to use the Service (collectively, the “Software”), you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and/or additions to this Agreement as published from time to time at https://www.safe-arrival.com/terms-and-conditions/for-shippers/ or through the Service.

The Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service or Software at any time, effective upon posting of an updated version of this Agreement on the Service or Software. You are responsible for regularly reviewing this Agreement. Continued use of the Service or Software after any such changes shall constitute your consent to all s uch changes.

THE COMPANY DOES NOT PROVIDE LOGISTICS OR COURIER SERVICES, AND THE COMPANY IS NOT A LOGISTICS CARRIER. IT IS UP TO THE THIRD PARTY COURIER OR LOGISTICS PROVIDER, COURIER OR VEHICLE OPERATOR (COLLECTIVELY, THE “ SAFE ARRIVAL”) TO OFFER COURIER SERVICES WHICH MAY BE SCHEDULED THROUGH USE OF THE SOFTWARE OR SERVICE. THE COMPANY OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH THIRD PARTY COURIER SERVICES, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE COURIER SERVICES OR ACT IN ANY WAY AS A COURIER, AND HAS NO RESPONSIBILITY OR LIABILITY IN ANY WAY WHATSOEVER FOR ANY COURIER.

REPRESENTATIONS AND WARRANTIES

By using the Software or Services, you expressly represent and warrant that you are legally entitled to enter this Agreement. If you reside in a jurisdiction which restricts the use of the Services because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Software and Service. Without limiting the foregoing, the Service and Software is not available to children (persons under the age of 18). By using the Software or Services, you represent and warrant that you are at least 18 years old. By using the Software or the Services, you represent and warrant that you have the right, auth ority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. Your participation in using the Service and/or Software i s for your sole, personal use. You may not auth orize others to use y our user status, and you may not assign or otherwise transfer your user account to any other person or entity. When using the Software or Service you agree to comply with all applicable laws of the location in which you are physically present while using t he Software or Service. You may only access the Services using auth orized means. It is your responsibility to check to ensure you download the correct Software for your device. The Company is not liable if you do not have a compatible handset or if you hav e downloaded the wrong version of the Software for your handset. The Company reserves the right to terminate this Agreement forthwith without notice should you be using the Service or Software with an incompatible or unauthorized device.

By using the Software or the Services, you agree that:

You will only use the Service or Software for lawful purposes; you will not use the Services for sending or storing any unlawful material or for fraudulent purposes.
You will not use the Service or Software to cause nuisance, annoyance or i nconvenience.
You will not impair the proper operation of the network.
You will not try to harm the Service or Software in any way whatsoever.
You will not copy, or distribute the Software or other content without written permission from the Company.
You will only use the Software and Service for your own use and will not resell it to a third party.
You will keep secure and confidential your account password or any i dentification we provide you which allows access to the Service.
You will provide us with whatever proof of identity we may reasonably request.
You will only use an access point or 3G data account (AP) which you are auth orized to use.

LICENSE GRANT & RESTRICTIONS

The Company hereby grants you a non-exclusive, non-transferable, right to use the Software and Service, solely for your own personal, non -commercial purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by the Company and its licensors. You shall not:

license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Software in any way;
modify or make derivative works based upon the Service or the Software;
create Internet “links” to the Service or “frame” or “mirror” any Software on any other server or wireless or Internet-based device;
reverse engineer or access the Software in order to
- build a competitive product or service
- build a product using similar ideas, feat ures, functions or graphics of the Service or Software, or
- copy any ideas, features, functions or graphics of the Service or Software, or
launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Service or Software.

You may use the Software and Service only for your personal, non-commercial purposes and shall not:

send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material har mful to children or violative of third party privacy rights;
send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
interfere with or disrupt the integrity or performance of the Software or Service or the data contained therein
Attempt to gain unauthorized access to the Software or Service or its related systems or networks

TEXT MESSAGING

By using the Services or Software, you agree that the Company may send you text (SMS) messages. You will not be able to use the Services or Software without text messages. You may opt-out of receiving text (SMS) messages from Company at any time by deactivating your account. Please send an email to smssettings@safe-arrival.com indicating that you no longer wish to receive such messages, along with the phone number of the mobile device receiving the messages, and we will deactivate your account. You may continue to receive text messages for a short period while the Company de-activates your account, and you may also receive text messages confirming the receipt of your deactivation request.

PAYMENT TERMS

Any fees which the Company may charge you for the Software or Service, are due i mmediately and are non-refundable. This no refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate your usage, disruption caused to our Software or Service either planned, accidental or i ntentional, or any reason whats oever. The Company reserves the right to determine fi nal prevailing pricing – Please note the pricing information published on the website may not reflect the prevailing pricing.

In addition to the amount due, delinquent accounts and/or chargebacks will be charged with fees and/or charges that are incidental to the collection of delinquent accounts and/or chargebacks including, but not limited to, collection fees and/or convenience fees and/or other third parties charges. You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to the Company by you. Such communication may be made by the Company or by anyone on its behalf, including but not limited to a third party collection agent.

The Company, at its sole discretion, makes promotional offers with different features and different rates to any of our customers. These promotional offers, unless made to you, shall have no bearing whats oever on your offer or contract. The Company may change the fees for our Service or Software as we deem necessary for our business. We encourage you to check back at our website periodically if you are interested about how we charge for the Service of Software.

CORPORATE ACCOUNT ADDITIONAL TERMS

Your Corporate Account membership will automatically renew at the end of the 30 day subscription period (“Subscription Period”), unless you cancel your Paid Subscription before the end of the current Subscription Period

Company may change the price for the Paid Subscription, and will communicate any price changes to you in advance. Price changes for Paid Subscriptions will take effect at the start of the next Subscription Period following the da te of the price change. You accept the new price by continuing to use Corporate Account after the price change takes effect. If you do not agree with the price change, you have the right to reject the change by unsubscribing from Corporate Account prior to the price change going into effect (as further explained below).

If you unsubscribe at any time before the end of the current Subscription Period, your Paid Subscription will not automatically renew for the next Subscription Period. The cancellation will take effect the day after the last day of the current Subscription Period, and your Paid Subscription will end. You may cancel your Paid Subscription any time by: (1) emailing us your cancellation request at support@safe-arrival.com; your cancellation request may take up to 5 business days to take effect; or (2) turning off your automatic renewal from your Safe Arrival account. We will not refund any subscription fees already paid to us except as set forth below under “Cooling-off Period”.

If the credit card we have on file for you is declined for payment of your Paid Subscription, your membership will not auto-renew.

UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND YOUR PPU MEMBERSHIP WILL AUTOMATICALLY CONTINUE AND Y OU AUTHORIZE US TO COLLECT THE THENAPPLICABLE PAID SUBSCRIPTION USING THE CREDIT CARD WE HAVE ON RECORD FOR YOU.

COOLING-OFF PERIOD

When you subscribe to a Paid Subscription, you consent to immediate access to Corporate Account. If you cancel within 3 business days from the day you purchased a Paid Subscription (the “Cooling-off Period”), we will refund your Paid Subscription fee. Refunds will not, however, be provided if you have placed an eligible Corporate Account order during the Cooling-off Period. If you wish to receive a full refund of all monies paid before the Cooling-off Period is over, you must contact us at support@safe-arrival.com.

OTHER LIMITATIONS

Company reserves the right to accept or refuse Corporate Account membership at our sole discretion.
We may send you email and other communications related to your Corporate Account membership and your Paid Subscription (regardless of any settings or preferences related to your Safe Arrival account).
You may not transfer or assign your Corporate Account membership or any benefits. Corporate Account is for personal use only.
The Company may terminate your Corporate Account membership at any time at our discretion without notice. If we do so, your auto-renewal will be cancelled at the end of the current Subscription Period.
The Company may choose in its sole discretion to add or remove membership benefits or end the Corporate Account program thereby canceling your Corporate Account membership.

PROMOTIONAL MEMBERSHIPS

We may offer certain customers promotional memberships for Corporate Account, which are subject to these Corporate Account Terms except as otherwise state d in the promotional offers. Promotional members may at any time choose not to continue with a Paid Subscription at the end of the promotional period.

INTELLECTUAL PROPERTY OWNERSHIP

The Company alone (and/or its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Software and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Software or the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Software or the Service, or any intellectual property rights owned by the Company. The Company name, the Company logo, and the product names associated with the Software and Service are trademarks of the Company or third parties, and no right or license is granted to use them.

THIRD PARTY INTERACTIONS

During use of the Software and Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Software or Service. Any such activity, and any terms, conditions, warranties or representati ons associated with such activity, is solely between you and the applicable third-party. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, trans action or promotion between you and any such third-part y. The Company does not endorse any sites on the Internet that are linked through the Service or Software, and in no event shall the Company or its licensors be responsible for any content, products, services or other materials on or available from such sites or third party providers. The Company provides the Software and Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-part y providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and the Company disclaims any and all responsibility or liability arising from such agreements between you and the third party providers.

The Company may rely on third party advertising and marketing supplied through the Software or Service and other mechanisms to subsidize the Software or Service. By agreeing to these terms and conditions you agree to receive such advertising and marketing. If you do not want to receive such advertising you should notify us in writing. The Company reserves the right to charge you a higher fee for the Services or Software should you choose not to receive these advertising services. This higher fee, if applicable, will be posted on the Company’s website located at https://safe-arrival.com. The Company may compile and release information regarding you and your use of the Software or Service on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Service.

INDEMNIFICATION

By entering into this Agreement and using the Software or Service, you agree that you shall defend, indemnify and hold the Company, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, att orneys, assigns and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:

your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein;
your violation of any rights of any third party, including providers of courier services arranged via the Service or Software, or your use or misuse of the Software or Service.

DISCLAIMER OF WARRANTIES

THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR SOFTWARE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT

THE USE OF THE SERVICE OR SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA,
THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, ANY STORED DATA WILL BE ACCURATE OR RELIABLE, THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
ERRORS OR DEFECTS IN THE SERVICE OR SOFTWARE WILL BE CORRECTED, OR THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE SERVICE AND SOFTWARE 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 THE COMPANY. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE SERVICE OR SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SOFTWARE AND SERVICE, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

INTERNET DELAYS

THE COMPANY’S SERVICE AND SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO E VENT SHALL THE COMPANY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ( INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). THE COMPANY AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BY NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE OR SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE OR SOFTWARE, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED BY THE SERVICE OR SOFTWARE, EVEN IF THE COMPANY AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY MAY INTRODUCE YOU TO THIRD PARTY COURIERS FOR THE PURPOSES OF PROVIDING COURIER SERVICES. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY COURIERS AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL ANY LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY COURIERS. THE COMPANY WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES BETWEEN YOU AND SUCH THIRD PARTY PROVIDERS. WE CANNOT AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN YOU AND THE THIRD PA RTY PROVIDERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA THE SOFTWARE OR SERVICE (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SOFTWARE OR SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SOFTWARE OR SERVICE. THE QUALITY OF THE COURIER SERVICES SCHEDULED THROUGH THE USE OF THE SERVICE OR SOFTWARE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH COURIER SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE SOFTWARE AND THE SERVICE, YOUR SHIPMENTS MAY BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SOFTWARE AND THE SERVICE AT YOUR OWN RISK.

NOTICE

The Company may give notice by means of a general notice on the Service, electronic mail to your email address on record in the Company’s account information, or by written communication sent by first class mail or pre -paid post to your address on record in the Company’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to the Company (such notice shall be deemed given when received by the Company) at any time by any of the following: letter sent by confirmed facsimile to the Company at the following fax numbers (whichever is appropriate): letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to the Company.

ASSIGNMENT

This Agreement may not be assigned by you without the prior written approval of the Company but may be assigned without your consent by the Company to

a parent or subsidiary
an acquirer of assets
a successor by merger
Any other party as the Company deems appropriate

Any purported assignment in violation of this section shall be null and void.

RELATIONSHIP BETWEEN MERCHANT/SELLER AND THE COMPANY

If you are Merchant/Seller, you are an independent contractor and you are not an employee, owner, joint venture, partner or agent of the Company and that there is no employment agreement between you and the Company. In addition, if you are a Merchant/Seller, you further understand and agree that you have no authority to bind the Company and you will not make any representati ons to any party that you have any authority to bind the Company, as an employee, partner or otherwise.

TERM AND TERMINATION OF AGREEMENT

This Agreement is effective upon the use of the Software or the Service. You or the Company may terminate your participation in the Service at any time, for any reason and the Company may prohibit your use of the Software or Service at any time in its s ole discretion. The terms of this Agreement, and any subsequent modification of this Agreement, shall remain in effect at all times after you or the Company terminate your participation or access to the Software or Service.

GENERAL

This Agreement shall be governed by the laws of the UAE.. You and the Company agree that any legal disputes or claims arising out of or related to the Agreement (including but not limited to the use of the Software, or the interpretation, enforceability, revocability, or validity of the Agreement, that cannot be resolved i nformally shall be submitted to the exclusive jurisdiction of Courts of Dubai, UAE.

No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third party provider as a result of this Agreement or use of the Service or Software. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. This Agreement comprises the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

All fees payable by You under this Agreement are exclusive of applicable taxes and duties, including, without limitation, VAT, sales and similar transaction taxes, excise taxes and gross receipts taxes (“Indirect Taxes”). If the fees payable by You are subject to Indirect Taxes, then Indirect Taxes will be charged by the Company in addition to the fees payable under the Agreement. You will provide such information to the Company as reasonably required to determine whether the Company is obligated to collect Indirect Taxes from You or to allow the Company to comply with its legal obligations in relation to the correct collection and enforcement of Indirect Taxes.

You represent and warrant that neither You nor Your and financial institution(s) are subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority

You acknowledge Our Code of Business Conduct and Ethics, posted at http://phx.corporateir.net/phoenix.zhtml?c=97664&p=irol-govconduct (the “Code”), prohibits the paying of bribes to anyone for any reason, whether in dealings with governments or the private sector. You represent and warrant that neither You nor any employee, agent or other person acting on its behalf will: (a) undertake, cause, or permit any act that would violate any applicable anti-corruption law, including the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act, or (b) make, cause, or permit any offer, promise, or payment of money or any other thing of value to any third party, directly or indirectly, to improperly influence the actions of any person, or to obtain any improper advantage in favor of Us in connection with any services provided by You under this Agreement.

You will report promptly to Us all pertinent facts relating to any improper solicitation, demand or other request for a bribe, improper gift or anything of value, made by any party in connection with any activities performed by You pursuant to this Agreement. You will fully assist and cooperate with any investigation of actual or suspected breach of this section. We may immediately terminate or suspend performance under this Agreement if You breach this obligation.

Notwithstanding anything to the contrary herein, nothing in this contract shall, or shall be interpreted or construed to, induce or require either party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any U.S. laws, regulations, rules, or requirements that apply to any party to the Agreement.