TRANSACTION SERVICE AGREEMENT

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT THE LIABILITY AND TERMS OF DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS.

Thank you for trading on the web-based transaction platform of AdamSea.com. The AdamSea.com Transaction Services Agreement (hereinafter referred to as “Agreement”) describes the terms and conditions on which you conclude online transactions for products and services by using the online transaction websites in relation to www.AdamSea.com. This Agreement contains various limitations on the transaction services of AdamSea.com as well as gives various powers and authority to AdamSea.com with respect to online transactions using the transaction services of AdamSea.com. This includes without limitation the power and authority to reject or cancel an online transaction, to refund the funds to a buyer, or to release the funds to a seller. You should carefully read this Agreement and to the extent applicable, the relevant transactional terms, and other rules and policies of AdamSea.com and Payment Services Agreement made between you as a member\ (as defined below) and AdamSea.com (the “Payment Service Provider”) as they are all hereby referenced in this Agreement.

1. Application and Acceptance of Terms

1.1 Contracting Party or Parties. This Agreement is made and entered into by and between you (also referred to as “Member” hereinafter) and the AdamSea.com entity listed below (“AdamSea.com” or “we”) for the use of AdamSea.com’s certain transaction services as described below. If you are a corporation registered outside Canada or a resident of outside Canada, you are contracting with AdamSea Inc. (Incorporated in Canada with Corporation No. 906959-3) or if you are a corporation registered in Canada or a resident of Canada, you are contracting with AdamSea Inc. (Incorporated in Canada with Corporation No. 906959-3).

1.2 Transactional Terms. Our website provides an online transaction platform and ancillary services (“Transaction Services”) to the registered members of our website to conclude online transactions for products or services within the website subject to the terms of this Agreement. may publish transaction rules, dispute rules, and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time. Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.

1.3 Website. shall mean AdamSea.com for the purpose of this agreement.

1.4 General Terms. You agree that this agreement is governed by applicable laws, rules and policies published on the website which are incorporated in this Agreement by the reference (“General Terms”). The General Terms include without limitation:

· Terms of Use;

· Product Listing Policy;

· Privacy Policy;

1.5 Binding Agreement. This Agreement, including the Transactional Terms and the General Terms, and, to the extent as applicable, the Payment Services Agreement, form a legally binding agreement between you and AdamSea.com in relation to your use of the Transaction Services. By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement. Kindly refrain from using the Transaction Services if you do not accept all of the terms and conditions of this Agreement.

1.6 Amendments. You acknowledge and agree that AdamSea.com may amend any terms of this Agreement including the Transactional Terms and the General Terms at any time by posting the relevant amended and restated version on the website. The amended terms shall take effect the moment they are posted on the website. By continuing to use the Transaction Services, you agree that the amended terms will apply to you. This Agreement may not otherwise be amended except in writing by an authorized officer of AdamSea.com.

1.7 Language Version. If the website has posted or otherwise made available a translation of the English version of any terms of this Agreement including the Transactional Terms and the General Terms, you agree that the translation is made available for convenience only and that the version of this agreement in English language will govern your use of the Transaction Services.

1.8 Affiliates. Some of the Transaction Services may be supported by our affiliates.

1.9 Additional Terms. In some cases, you may be required to additionally enter into a separate agreement with the website or our affiliates in connection with the Transaction Services (“Additional Terms”). If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions, as appropriate.

1.10 User. Shall mean a person who is accessing browsing or interacting with the “website”

1.11 Member/Subscriber. Shall mean a person who has paid for the membership services and have access to exclusive content and services of the “website”

1.12 Membership Services. This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the membership services of the Sites, unless otherwise stipulated in this Agreement or the relevant service agreement.

2. Transaction Services

2.1 Transaction Services. The Transaction Services of the website are designed to facilitate registered members of the website to place, accept, conclude, manage, and fulfill orders for the provision of products and services online within the website (“Online Transactions”), which may include certain payment services which will be supported by the website or its affiliates. The website reserves the right to alter, upgrade, modify, limit, or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without any prior notice. The website further reserves the right to introduce new features, functionalities, or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades, and alterations shall be governed by this Agreement unless otherwise expressly stated by the website

2.2 Members Only. The Transaction Services of the website are only available to registered members of the website. If your subscription to the paid or free membership of the website expires or is terminated for any reason, you are not eligible to use the Transaction Services. In the event that you have a valid Online Transaction under this Agreement while your paid or free membership registration on the website is terminated, the website will have full discretion and authority to refund to the Buyer and/or release to the Seller (both Buyer and Seller as defined below) all or part of the funds under the Online Transactions as AdamSea.com considers appropriate. If you are a Seller, you are required to have a valid bank account subject to verification and confirmation by AdamSea.com and our affiliates.

2.3 Types of Transactions. The Transaction Services of the website are available to types of Online Transactions permitted by the website only. For any type of Online Transactions, the website may limit any or all of the Transaction Services to a specified group of members in accordance with the relevant Transactional Terms. The types of Online Transactions and other benefits, features, and functions of the Transaction Services available to a registered member may vary for different countries and regions. There is no warranty or representation that all members will have access to the same range of transactions, benefits, features, and functions.

2.4 Lawful Items. The products or services of an Online Transaction using the Transaction Services must be lawful and not be otherwise prohibited or restricted by this clause 2.4. You shall not use the Transaction Services in connection with any Online Transaction that:

(a) may infringe this website or any third party’s legitimate rights including but not limited to copyright, trademark right, patent, or other intellectual property rights.

(b) maybe in breach of the Product Listing Policy or the Intellectual Property Right (IPR) Protection Policy;

(c) may be in breach of other terms of this Agreement including the Transactional Terms and the General Terms.

The website shall have the right to refuse or cancel any Online Transaction in breach of this clause 2.4.

2.5 Refuse or Cancel Transactions. In addition, to clause 2.4, the website reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason. Some situations that may result in an Online Transaction being rejected or canceled include where problems are identified by our credit and fraud control department, where the website has reason to believe that the Online Transaction is unauthorized, violates any law, rule, or regulation, or may otherwise subject the website or any of our affiliates to liability. The website may also require additional verifications or information for any Online Transaction.

2.6 Payment Services. The website may provide payment services for certain Online Transactions (“Payment Service”). Payment Services are provided by the website to receive payment of funds in support of the website for Online Transactions. The Payment Services are provided in accordance with the terms and conditions set out in the Payment Services Agreement

2.7 Transactional Terms. The website may impose additional restrictions, limitations, and prohibitions for any type of Online Transaction, as well as penalties for any violations in the relevant Transactional Terms.

2.8 Disputes between Buyers and Sellers. You agree that any Dispute arising between you and the other party to an Online Transaction will be handled in accordance with clause 10 and that the website shall have the full right and power to make a determination for such Dispute. Upon receipt of a Dispute, AdamSea.com shall have the right to request either or both Buyer and Seller to provide supporting documents. You agree that AdamSea.com shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that AdamSea.com is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person. Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate. You agree not to hold AdamSea.com and our affiliates liable for any material which is untrue or misleading.

2.9 Powers of AdamSea.com. YOU EXPRESSLY ACKNOWLEDGE AND AGREE that AdamSea.com shall have the full power, authority and discretion to reject or cancel an Online Transaction and to make a determination on any dispute between buyer and seller including the REMITTANCE of the funds UNDER AN ONLINE TRANSACTION THAT ARE HELD BY ADAMSEA.COM in accordance with this Agreement, THE PAYMENT SERVICES AGREEMENT and the relevant TRANSACTIONAL TERMS. You also acknowledge that this Agreement, the Payment Services Agreement, and the relevant Transactional Terms may not cover all issues that may arise in connection with an Online Transaction. You agree and accept that AdamSea.com shall have the right to modify or supplement the Transaction Terms. You further agree and accept that AdamSea.com shall have the right to make determinations wherever AdamSea.com considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries, and interests of both Buyer and Seller regardless of whether the issue in question has been expressly addressed in the Transactional Terms of this Agreement.

2.10 Records. In case of any dispute in connection with any Online Transaction, the records of AdamSea.com shall take precedence and be conclusive.

3. Transactions between Sellers and Buyers

3.1 Seller and Buyer. For the purpose of this Agreement, the term “Seller” means the registered member who supplies the product(s) or service(s) under an Online Transaction, and the term “Buyer” means the registered member who purchases or acquires the product(s) or service(s) under an Online Transaction.

3.2 Online Order. Seller and Buyer shall enter into an Online Transaction for products or services by completing, submitting, and accepting an order online using the applicable standard order form on the website. Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping, etc. AdamSea.com may refuse to process or cancel any Online Transaction which in AdamSea.com’s reasonable opinion, has insufficient information to constitute a binding contract.

3.3 Online Transactions Subject to This Agreement. An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms. Seller and Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms, and this Agreement. Seller or Buyer may only cancel any Online Transaction according to the relevant Transactional Terms.

3.4 Transaction between Seller and Buyer. Each Online Transaction is made by and between a Seller and a Buyer only. Despite that the website provides the Transaction Services and, if applicable, may conduct a formality review of an Online Transaction, AdamSea.com shall not be considered as a party to the Online Transaction. AdamSea.com does not represent Seller or Buyer in any Online Transaction. AdamSea.com will not be responsible for the quality, safety, lawfulness, or availability of the products or services offered under any Online Transaction or the ability of either Seller or Buyer to complete any Online Transaction. You agree that you will not hold the website and our affiliates and agents liable for any losses, damages, claims, liabilities, costs, or expenses arising from any Online Transactions, including any breach, partial performance, or non-performance of the Online Transaction by the other party to the transaction.

3.5 Payment of Contract Price. For any Online Transaction, the Buyer agrees to pay the full transaction price of the Online Transaction in clear funds to the Seller by transmitting funds to the bank accounts or other accounts in the name of AdamSea.com registered with banks or another payment service provider by using one of the payment methods both designated by AdamSea.com on the AdamSea.com Site in US dollar or any other currencies as supported by AdamSea.com from time to time. Seller agrees that the Buyer’s full payment of the transaction price under the Online Transaction to AdamSea.com constitutes final payment to Seller and Buyer’s payment obligation under the Online Transaction is fully satisfied upon receipt of funds by AdamSea.com at its payment account described above. In the case the Online Transaction adopts Payment Services; the funds will be monitored and held by Escrow.com as instructed by AdamSea.com. Escrow.com shall not dispose of any such fund except in accordance with AdamSea.com instructions as set out in the terms and conditions of this Agreement and the Payment Services Agreement. You agree that neither Buyer nor Seller will receive interest or other profits in relation to the Service.AdamSea.com is not holding any funds on behalf of Buyer, or in any Secure Payment or trust relationship. The seller has requested that the settlement of funds to the Seller be delayed as provided in the Payment Services Agreement.

3.6 Payment Methods. Please note that the payment methods available on the website are provided by AdamSea.com’s partners. If there is any chargeback or reversal of any payment requested by a payment service partner, Seller agrees that AdamSea.com has the right to refund the money so requested by the payment service partner without liability to Seller. AdamSea.com will use reasonable efforts to assist you in participating in the dispute resolution process of the relevant payment service partners. However, if participation in the dispute resolution process is subject to additional fees, this will be at your own cost only.

3.7 Third-Party Vendors. You may engage one or more third-party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistic services by companies, shipping agents, inspection agents, insurance companies, etc. Some of such third-party vendors may be partners of AdamSea.com and thus designated by AdamSea.com to you. Among such designated partners, you may be required to agree and accept the terms and conditions of their services online on the website. Notwithstanding the foregoing circumstances, for all third-party vendors, you acknowledge and agree that such third-party vendors are engaged at your own discretion and cost and that you will not hold the website or our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third-party vendors.

3.8 Your Agent. If you are required to conclude and complete an Online Transaction through an agent e.g., a Seller may be required to engage a qualified import and export agent as its export agent, such agent is merely an agent of you. If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.

4. AdamSea.com Service Fees

4.1 Service Fees. AdamSea.com charges service fees for Online Transactions according to the fee schedules announced by AdamSea.com on the website. AdamSea.com reserves the right to charge any service fees for other types of Online Transactions upon reasonable prior notification published on the website. In the case the Online Transaction adopts Payment Services, you hereby authorize AdamSea.com to deduct any service fees that are due and payable to AdamSea.com under an Online Transaction and to pay the same when AdamSea.com releases any amount held by it under the Online Transaction. AdamSea.com has no control over, and are not responsible or liable for, the products or services that are paid for with our service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.

4.2 Third Party Fees Not Included. The service fees charged by AdamSea.com do not include any fees for any service or product that you may acquire or purchase in connection with the Online Transaction. It shall be your responsibility to settle the fees with such third-party vendors.

4.3 Taxes, Financial Charges Not Included. All fees charged by AdamSea.com are exclusive of any taxes, duties or other governmental levies or any financial charges. You agree to pay and be responsible for any taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. In the event AdamSea.com is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to AdamSea.com. AdamSea.com shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.

5. Member’s Responsibilities

5.1 Provision of Information and Assistance. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and AdamSea.com’s provision of the Transaction Services. If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, AdamSea.com shall not be liable for any loss or damages arising from such default.

5.2 Representations and Warranties. You represent and warrant that:

(a) you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations;

(b) all information and material you provide in connection with the use of the Transaction Services is true, lawful, and accurate, and is not false, misleading, or deceptive;

(c) you will not use the Transaction Services to defraud AdamSea.com, our affiliates, or other members or users of the websites or engage in other unlawful activities (including without limitation dealing in products prohibited by law); and

(d) in case you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights; and

(e) in case you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and

(f) in case you are a Seller of services, you will provide the services ordered with reasonable care and skills.

5.3 Breaches. If you are, in AdamSea.com’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise in breach of this Agreement, AdamSea.com shall have the right to cancel the relevant Online Transaction(s). AdamSea.com also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your paid or free membership on the website. AdamSea.com may also publish the findings, penalties, and other records regarding the breaches on the website.

5.4 Obligations to Pay Taxes. You shall be solely responsible for payment of any taxes, duties, or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transactions.

5.5 Feedback System. You shall not take any action which may undermine the integrity of AdamSea.com’s feedback system, such as providing positive feedback on oneself on the website using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the website

5.6 Indemnification by Member. You agree to indemnify AdamSea.com and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims, and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement. AdamSea.com reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with AdamSea.com in asserting any available defenses.

6. Confidentiality

6.1 Confidential Obligations. You shall keep confidential all confidential information provided by other registered members of the website or AdamSea.com in connection with any Online Transaction or the Transaction Services.

6.2 Confidential Information. All information and material provided by another member of the website or AdamSea.com will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently become public other than due to your breach of the confidential obligations.

7. Disclaimer and Limitation of Liability

7.1 No Warranty. You expressly agree that your use of the Transaction Services is at your sole risk. TO THE FULL EXTENT PERMITTED BY LAW THE TRANSACTION SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASES, AND ADAMSEA.COM MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. ADAMSEA.COM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS, AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY MEMBER OF THE WEBSITE. YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION. ADAMSEA.COM AND OUR AFFILIATES FURTHER EXPRESSLY DISCLAIM 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 OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS, AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.

7.2 Exclusion and Limitation of Liabilities.

TO THE FULL EXTENT PERMITTED BY LAW, ADAMSEA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES. THE AGGREGATE LIABILITY OF ADAMSEA.COM AND OUR AFFILIATES AND AGENTS ARISING FROM THE TRANSACTION SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE HIGHER OF THE SERVICE FEES CHARGED BY ADAMSEA.COM OR US$1,000.

7.3 SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE OR COUNTRY DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS under your local law in your state, province or country THAT VARY FROM STATE TO STATE. Nothing in this Agreement is intended to affect those rights if they are applicable TO YOU.

8. Force Majeure

8.1 Force Majeure. Under no circumstances shall AdamSea.com and our affiliates and agents be held liable for any delay or failure or disruption of the Transaction Services resulting hereunder arising out of or caused by directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.

9. Notices

9.1 Notices. Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the website. Notice shall be deemed given 24 hours after the email is sent unless we are notified that the email address is invalid. Alternatively, we may give you legal notices by mail to the address in your latest membership profile in case the notice shall be deemed to be given five days after the date of mailing. Except as explicitly stated otherwise, legal notices shall be served on AdamSea.com by sending the notices to legal@AdamSea.com.

10. Governing Law; Jurisdiction

10.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF CANADA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

10.2 Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your use of the Transaction Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.

1. 10.3 DISPUTE BETWEEN BUYER AND SELLER. IN CASE A DISPUTE ARISES BETWEEN BUYER AND SELLER FROM OR IN CONNECTION WITH AN ONLINE TRANSACTION, IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE PRESCRIBED TIME PERIOD ACCORDING TO THE RELEVANT TRANSACTIONAL TERMS, YOU AGREE TO SUBMIT THE DISPUTE TO ADAMSEA.COM FOR DETERMINATION. IF YOU ARE DISSATISFIED WITH ADAMSEA.COM’S DETERMINATION, YOU MUST APPLY FOR ARBITRATION IN CANADA AND NOTIFY ADAMSEA.COM OF SUCH APPLICATION WITHIN 20 CALENDAR DAYS AFTER ADAMSEA.COM’S DETERMINATION. IF EACH OF THE BUYER AND SELLER IN THE DISPUTE DOES NOT APPLY FOR ARBITRATION WITHIN THE ABOVE 20 CALENDAR DAYS, EACH OF THE BUYER AND THE SELLER SHALL BE DEEMED TO HAVE AGREED THAT ADAMSEA.COM’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU. WITH A FINAL DETERMINATION, IN THE CASE THE ONLINE TRANSACTION ADOPTS THE PAYMENT SERVICES; ADAMSEA.COM WILL DISPOSE OF THE FUNDS HELD ACCORDING TO SUCH DETERMINATION. FURTHER, EACH OF BUYER AND SELLER SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST ADAMSEA.COM AND OUR AFFILIATES AND AGENTS.

10.4 Other Disputes. In case a Dispute arises between you and AdamSea.com in any other circumstances, if the Dispute is not resolved between you and AdamSea.com, you and AdamSea.com agree that the Dispute shall be finally resolved by arbitration in Canada.

10.5 ARBITRATION. IF ANY DISPUTE IS SUBMITTED FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE INTERNATIONAL COMMERCIAL ARBITRATION ACT AND THE ARBITRATION ACT 1991 OF CANADA. THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH AND IN CANADA. THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE, AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES. THE ARBITRATION AWARD SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.

10.6 Indemnification. If you initiate any legal proceedings against AdamSea.com or our affiliates in breach of this clause 10, including any legal proceedings disputing AdamSea.com’s determination which has become binding on you according to this clause 10, you shall hold AdamSea.com and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.

10.7 Limitation Period. In any event, you may not make any claim against AdamSea.com or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.

10.8 Injunctive Relief. Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

11. General Provisions

11.1 Entire Agreement. This Agreement constitutes the entire agreement between you and AdamSea.com with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

11.2 Severance. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

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

11.4 Independent Contractor. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

11.5 No Waiver. Any failure by AdamSea.com and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breaches. A waiver shall be effective only if made in writing.

11.6 Assignment. AdamSea.com shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, obligations, and duties in this Agreement) to any of our affiliates and to any successor in interest. AdamSea.com may delegate certain of AdamSea.com rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign, in whole or part, this Agreement to any person or entity.