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  Registered User Agreement
Please read the following Registered User Agreement before continuing with your registration.

This REGISTERED USER AGREEMENT (this "Agreement"), sets out the terms under which you may obtain access to our electronic marine industry portal ("The Site") which allows you to buy and sell fuels and marine-related products and services and to gain access to relevant industry information and services using the Internet by (i) completing a Registration Application, (ii) submitting the Registration Application; and (iii) using The Site.

We understand that you desire to have access to The Site and to actively participate in the services offered by The Site. We provide those services to you, all on the terms and subject to the conditions of this Agreement set forth below:

1. License: We hereby grant to you a limited, personal, non-transferable, non-exclusive revocable license to use The Site upon the terms and subject to the conditions set out in this Agreement, the Site Rules, the Auction Rules, the Privacy Policy and the Fee Schedule.

2. Fees and Charges:

(a) Fee Schedule: During the term of this Agreement, you shall pay to us all fees, charges and other amounts as described in the Fee Schedule (posted at the end of this document). We shall submit to you invoices, once per month, which are due and payable on receipt. If you do not pay an invoice within 30 days of invoice date, interest will accrue on all unpaid balances at a rate of 1.5% per month, or the maximum amount allowed by law, whichever is less.

(b) Amendments to Fee Schedule: We shall have the right to change the Fee Schedule at any time. You shall have the right to terminate this Agreement as a result of any change, provided (i) you have satisfied all of your obligations to us and (ii) you give us 30 days' written notice of termination. However, it is understood that you have no obligation to use the Site.

3. Equipment; Certain Operating Procedures:

(a) Computer Equipment: You shall furnish any computer equipment necessary for you to access the Internet and use The Site. You shall provide your own communication line(s), Internet Service Provider, and any other equipment and technology necessary for access to and use of The Site.

(b) Authorized Use: You may allow one or more of your employees (each a "Member") to have access to and to use The Site as provided in this Agreement. Each Member shall be authorized to act on your behalf and to bind your company and must be identified as such on the Registration Application you have submitted or will submit to us. You may designate an Organization Manager who will have privileges to add or change port, vessel or member information; or you can amend member information by transmitting an updated Registration Application to us via e-mail or fax.

(c) ID and Password: We shall provide you with an identification code ("ID") and unique Password exclusively for use by each of your Members.

(i) You shall take such actions as are necessary to maintain the confidentiality, and otherwise to prevent the unauthorized use of, each ID and Password. You also agree to notify us promptly in the event you have determined, or have reason to believe, that an unauthorized party has gained access to an ID or a Password.

(ii) You hereby authorize us and any party working through us to rely upon any information or instructions set forth in any data transmission using the assigned ID and Password, without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same, in connection with the operation of The Site. Use of the assigned ID or Password, whether or not authorized by you, shall be solely your responsibility and risk. You hereby agree to indemnify, defend, and hold us harmless from any claim, proceeding, or damages based upon any use, misuse, or unauthorized use of your assigned ID and Password.

(d) Your Information: You hereby represent, warrant, confirm and acknowledge that you are and will continue to be during the term of this Agreement a commercial purchaser or seller, as the case may be, broker or marketer in the cash market for fuels or other related products and services, that you will participate as such in transactions and that you are not an individual speculator, commodity pool, passive collective investment vehicle or other non-commercial entity. In addition, you represent that you have the financial and physical ability to take, or secure customary arrangements to take, physical delivery of each product for which you will enter purchase-related information on The Site. From time to time, at our request, you will promptly deliver such information that we may reasonably request to support the representations made by you in this Section 3(d). We may waive portions of the representations and warranties contained herein in the event you make available other documentation or information satisfactory to us in our sole discretion, which may include among other things one or more letters of credit or guarantees. We reserve the right in our sole discretion to disapprove any Registration Application.

(e) Transaction Information: You hereby assume sole responsibility and liability for the accuracy and adequacy of information entered on The Site using both an ID and a Password assigned to your Members, and for all results obtained from the use of The Site. You agree promptly to notify us in the event any inaccurate, incomplete or incorrect information relating to you or your transactions appears on The Site. If applicable and within your control, you shall immediately withdraw and correct such information. In the event that an unauthorized user has obtained and used your ID and Password, we will assist you in attempting to cancel any of your information or any confirmation that was issued. Regardless of such efforts, you understand that you may limit such a risk by careful selection of trading partners, and that we are not responsible for any damages caused by or related to inaccurate, incomplete, or incorrect information.

(f) Certain Consequences of System Malfunction: You understand that, in the event of a system malfunction or system error, regardless of the cause thereof, that affects a transaction or purported transaction involving you and any other party using The Site, we may withdraw a confirmation that was issued with respect to such transaction or take other corrective action that we deem reasonable under the circumstances, and such withdrawal or other action may have the effect of canceling such confirmation. You confirm that you assume all risks relating thereto.

(g) Access to Site: Access to The Site requires the use of Microsoft Internet Explorer, version 4.0 or higher, or Netscape Navigator 4.0 or higher. The Site will usually be available 24 hours a day, 7 days a week, but in our entire discretion may be made unavailable from time to time for any reason. You agree that we shall not be held liable for any damages arising from any interruption, suspension or termination of The Site.

(h) System Integrity: Users may not (A) use any technological device or software program including, but not limited to any viruses, trojan horses, worms, time bombs or cancelbots intended to damage or interfere with the proper working of, or any transaction being conducted on The Site; (B) may not surreptitiously intercept or expropriate any systemdata or personal information from The Site; (C) take any action which imposes an unreasonable or disproportionately high load on the infrastructure of The Site including but not limited to any unsolicited mass e-mailing techniques.

4. Your Use of The Site: You hereby covenant and agree that you:

(a) shall use The Site for the purpose of making offers, bids, counter-offers, counter-bids and acceptances in relation to purchases and sales of fuels or other related products or services in customary cash market time frames. In addition, you shall not enter an offer to sell and an offer to purchase in the same transaction on The Site, directly or indirectly through any of your subsidiaries, sister companies or other affiliates or any agent thereof acting for any such parties, including without limitation, accepting or countering any offer made by any of your affiliates; and in connection therewith, you agree that we may take actions, determined in our sole discretion, to prevent such transactions from occurring (but no such actions by us shall relieve you of your obligations as described in this clause).

(b) shall not use The Site, directly or indirectly, to offer to enter into, to enter into or to execute any contract that is a commodity future subject to the Commodity Exchange Act of the United States, 7 U.S.C. ò§ 1 et seq. (1994).

(c) shall not use The Site or the information included to engage in any unlawful transaction.

(d) shall proceed with diligence to negotiate with the other party to a transaction facilitated using The Site, and to embody in a binding contract off-site, the terms established as a result of such transaction, as well as such other customary terms as are commonly used in the industry.

5. Your Dealings with Other Members on The Site:

(a) Our Involvement in Eventual Contract. The Site provides an Internet-based vehicle to facilitate sales or purchases of fuels and related products and services and to establish a connection so that you may agree with the other party upon the terms and conditions of each transaction. The specific terms and conditions for the sale and purchase of fuels and related products and services (such as pricing, warranties from sellers, delivery, etc.) are your responsibility, subject to compliance with the Auction Rules. Buyers or sellers using The Site have the option to add their own terms and conditions within the designated area on the Site. We do not set or endorse any price, grade, delivery date, quantity or contract terms for fuels or other related products or services offered for sale and are not responsible for delivery of goods, payment of purchase price or other contractual performance.

(b) Compliance with Law: You and the other party to a transaction are responsible for compliance with all laws, regulations, administrative decrees and other requirements of any government or competent authority necessary to conduct of the transaction. You agree not to use The Site to facilitate illegal agreements in restraint of trade or to engage in collusion or other conduct that is or may be anti-competitive.

(c) Our Disclaimer: We are not involved in your dealings with the other party to a transaction except as provided herein. You agree to release us (and our officers, directors, shareholders, employees, contractors and agents) from any and all claims, demands and / or damages of any type and nature, disclosed and undisclosed, arising out of or in any way connected directly or indirectly with use of The Site, including without limitation: any dispute with another party using The Site relating to the quality, payment or delivery of products; breach of any warranty or representation by or to you from or to any other party; or any other dispute relating to The Site.

(d) Circumvention of The Site: If a transaction has been the result of an auction on The Site, whether or not a binding agreement in respect thereof is concluded on or off The Site, the selling party remains liable to pay us the applicable fee for such transaction. You agree that you shall not circumvent the payment of our transaction fee. If you attempt to circumvent the payment of the fee, we may immediately either permanently or temporarily revoke your membership privileges and access to The Site.

6. Proprietary Rights, Restrictions on Use - Usage Rights: You hereby agree that:

(a) Ownership of Proprietary Rights: All information and materials supplied by us in connection with this Agreement, together with all modifications and revisions thereto and all copyrights, trademarks, patents, trade secret rights and other intellectual and proprietary rights, title and interest relating thereto, shall at all times be and remain our property or that of our successors and assignees, the use of the same by you being by permission only. The provisions of this clause (a) shall survive the termination of this Agreement.

(b) Third Party Content: You may not copy or distribute third party material published on The Site in any way for commercial purposes without express written permission from the copyright owner.

7. Confidentiality and Related Agreements:

(a) Your Obligations: You agree that the information made accessible to you through your use of The Site is intended for your sole use and not for redistribution in any form outside your company.

(b) Our Obligations: We agree that we shall hold in confidence, all ID's and Passwords issued to you in accordance with our customary procedures for maintaining confidential information. In addition, in the event you transmit transaction-related information on The Site, we shall not disclose to any other participant or registered user on The Site the fact that such information was transmitted by or relates to you; provided, however, that disclosures may be made to carry out an auction in accordance with the Auction Rules and in order to provide information strictly necessary to provide a credit facility in connection with an auction, without seeking your consent. In addition, we shall have the right to use and disclose transaction-related information transmitted by you for any purpose so long as, at the time of such use or disclosure, such information is combined with other comparable information transmitted by other registered users in such a manner that you are not identified as the party that transmitted it and otherwise in accordance with the Privacy Policy.

8. Information Disclaimer; Limitation of Liability:

(a) Disclaimer: We disclaim any warranty that any transaction-related information or other information relating to you or any other party that is included on The Site is true, complete or accurate. All such data and information is provided on an "AS-IS" basis without any warranty of any kind. We make no warranty of any kind, either express or implied, regarding any such information, including without limitation, any implied warranties of merchantability or fitness for a particular purpose or arising from a course of dealing, usage or trade practice. You acknowledge and agree to accept the risk that the operating system and software included in The Site, as well as all your transaction-related information or that of any other party that is included on The Site, from time to time may contain inaccuracies and may be adversely affected by computer viruses or unknown programming difficulties resulting in incorrect information or system malfunctions or shut-downs, provided that we agree to use reasonable commercial efforts to correct any inaccuracies expressly made known to us and to correct or remove (as appropriate) any computer viruses and other system malfunctions and shutdowns that are within our control. In addition, we make no representation or warranty regarding the creditworthiness or ability to collect monies due from, or any other matter regarding any other party admitted as a registered user on The Site. We shall not be liable for any liability, loss, damage, cost or expense caused from error, omission, interruption, deletion, defect, delay in operation or transmission, loss of data, communication or line failure, theft or destruction, unauthorized access to, alteration of or use of The Site or the actions of any other party involving the use of The Site. You agree that you are solely responsible and liable for, and will indemnify, defend, and hold us harmless against, any losses, claims, suits, or damages that arise from regulatory compliance or non-compliance related to fuel and other products traded on The Site, including, but not limited to all U.S. federal and state commodities, securities, derivatives, and environmental rules, regulations, and statutes, and expressly including the United States Comprehensive Environmental Response, Compensation and Liability Act (as amended by the Superfund Amendments and Reauthorization Act) and the Oil Pollution Act of 1990.

(b) Liability Limitation: In no event shall we or our officers, directors, shareholders, employees, contractors or agents be liable directly or indirectly to you or any party claiming through you for any special, indirect, incidental or consequential damages, including without limitation, loss of profits, arising out of this Agreement, the services or goods provided or to be provided by us hereunder, or the use of The Site, and regardless of negligence or of the nature or cause of such damages. In addition, recoveries of direct damages by you or any party claiming through you against us or our officers, directors, shareholders, employees, contractors or agents, whether the claim relating thereto is based in contract, tort, negligence or otherwise, shall be limited to the lesser of:
(i) the amount of actual loss or damage suffered by you; or
(ii) the amount of all fees, charges and other amounts actually paid by you to us during the 12 month period immediately preceding such loss or damage.

9. Dispute Resolution and Applicable Law:

(a) Choice of law: Any interpretation of, or resolution of any dispute between us under this Agreement including the Fee Schedule, or under the Auction Rules, the Site Rules or the Privacy Policy, shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without regard to any conflict of law provisions.

(b) Arbitration: In the event of a dispute, claim, question or disagreement arising from or related to this Agreement, you agree with us to use our respective best efforts to reach a just and equitable mutually acceptable solution. If unable to reach such a solution within a period of 60 days, then you further agree that either of us may, by giving notice to the other, submit the matter to binding arbitration in the state of New York, administered by the American Arbitration Association under its Commercial Arbitration Rules by a panel of three arbitrators appointed in accordance with such rules. You further agree that a judgment of any court having jurisdiction may be entered upon the award for resolution.

10. Other:

(a) Termination: This Agreement shall be in effect from the date you receive a User ID and Password from us and shall continue thereafter for successive twelve-month periods unless and until either you or we should provide written notice to the other 30 days prior to the election to terminate this Agreement. Either of us may terminate this Agreement during the term hereof on ten days written notice in the event of a breach in the performance of any material obligation of the other, so long as such notice sets out the nature of such breach and such breach is not cured within such ten days. In addition and not by way of limitation, we may, at our sole election, terminate this Agreement immediately and permanently or temporarily suspend your right of access to The Site in the event that (i) you breach or violate any of your representations, warranties, agreements or covenants set out in this Agreement, (ii) we receive any complaint from any of your trading parties to the effect that you have not consummated, or have refused to consummate, one or more transactions on the terms set out in the confirmation generated by The Site, or (iii) we determine, in our sole discretion, that you have engaged in any unlawful market manipulation or have used The Site for a purpose other than that for which it was designed.

(b) Survival of Representations and Warranties; Waiver: Our respective representations, warranties and covenants, including those in Sections 3 (b) and (d) and 4, shall continue during the term of this Agreement. No waiver by either of us of any default or breach by the other of any obligation under this Agreement shall operate as a waiver of any continuing or future default or breach.

(c) Survival of Certain Provisions: You agree that certain clauses, including Sections 3 (c), (e) and (f), 4, 5 (b) and (c), 6, 7, 8 and 9, shall survive the expiration or termination of this Agreement.

(d) Notices: All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered personally or (ii) mailed by prepaid certified or registered mail with postage prepaid, return receipt requested, (iii) sent by telegram or fax, or (iv) sent by E-mail with receipt confirmed as follows (or at such other address or facsimile number for a party as shall be specified by like notice):

if to OceanConnect.com Inc. to its President at 44 S Broadway, Suite 601, White Plains, New York 10601; fax (914) 407 1497; E-mail: president@oceanconnect.com;

if to you, at the address, fax number or E-mail address specified in your Registration Application, as from time to time duly amended and notified to us.

(e) Expenses: Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

(f) Entire Agreement; Assignment: This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between us covering its subject matter and supersedes all prior such agreements and understandings, both written and oral, except for the Site Rules, Auction Rules, Privacy Policy and Fee Schedule; and (ii) shall not be assigned by operation of law or otherwise without the express prior written consent of the other party hereto.

(g) Binding Effect; Benefit; No Third Party Beneficiaries: You agree that this Agreement shall inure to the benefit of and be binding upon us and our respective successors and assigns. You and we intend that this Agreement shall confer no right or benefit and impose no obligation on a person not a party to this Agreement. Neither this Agreement nor the performance hereunder shall be deemed to have created a partnership, agency, joint venture or other business enterprise or relationship between us other than that of independent contractor, access provider or user.

(h) Headings: The descriptive headings of the articles, sections, subsections, exhibits and schedules of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(i) Severability: If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated

(j) Amendments: You acknowledge that the Internet is a rapidly changing environment, and that fuels and related products and services are subject to regulation. Further, you agree that we may change the terms of this Agreement as we deem necessary in our business judgment, provided that (i) you are notified that the Agreement has changed via a pop-up window when any Member next logs on to The Site. You shall have the right to terminate this Agreement as a result of any such change, provided you give us 30 days prior written notice of termination. You agree that your continued use of The Site after you receive the notice set forth in this section shall constitute your acceptance of and agreement to all new or modified terms.

(k) Precedence: In the event of a conflict between any term hereof and any other term in the Site Rules, Auction Rule

Each of us has reviewed the foregoing contract and we agree to be bound by its terms. By clicking below to submit a Membership Application, you accept the terms of this Agreement.

  Fee Schedule
There is NO registration fee. There is NO periodic subscription fee.

For each bunker fuel transaction completed using The Site, subject to clause 5(d) Circumvention of The Site, the SELLER agrees to pay a per metric ton commission to OceanConnect.com. The BUYER pays nothing.

Notes:
Payment Terms and Conditions - See Section 2 of the Registered User Agreement for the terms and conditions of payment.
Amendments to Fee Schedule. Subject to change at any time.