MEMBER AGREEMENT

This member Agreement (hereinafter referred to as “the Agreement) is between: Good members World Co. Ltd, a Company having registered office at 5330, Tojeong-ro 35-gil 11, Mapo-gu, Seoul, Korea. (hereinafter referred to as “the Company” or “we” or “us”) and the member (hereinafter referred to as “member” or “You” or “Your”).

This Agreement describes the terms and conditions applicable to you and your company's ("member") use of our services at REALCOMMODITYTRADING contained in the Internet site on the World Wide Web, located at www.realcommoditytrading.com ("Web Site" or “Platform” or ”Site”). By using REALCOMMODITYTRADING, you accept the terms and conditions of this Agreement on behalf of yourself and your company.

By using the site and registering as a member, you agree to comply with and be legally bound by the Terms of Use and Privacy policy of REALCOMMODITYTRADING.

NOW, THEREFORE IN MUTUAL CONSIDERATION OF THE PREMISES THE PARTIES HAVE AGREED TO AS FOLLOWS:

1. DEFINITIONS

• 1.1. “Business Strategies” shall mean and include all the plans, strategies, , data, road maps for the purpose of achieving immediate and long term goals and objectives of the Company;
• 1.2.“Confidential Information” means any or all of the following information: (i) any Standards, documents, or trade secrets approved for use in the System or in the design, or operation of the Business; (ii) any Electronic Systems and accompanying documentation developed for the System or elements thereof; or (iii) any other confidential information, knowledge, trade secrets, business information or know-how obtained (a) through the use of any part of the System or concerning the System or the operation of the Business or (b) under any Agreements of the parties with each other.

2. REGISTRATION

• 2.1.The member shall register on https://realcommoditytrading.com/member-registration and provide information required by the registration form.

3. CONFIDENTIAL INFORMATION AND OWNERSHIP

• 3.1.As used in this Agreement, “Confidential Information” means all nonpublic information disclosed by or relating to the Company that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes any Information Company has conceived, developed and owns, and continues to conceive and develop, certain property rights and information, including but not limited to its business plans, strategies, objectives, and ideas, client and customer information, financial projections, marketing plans, marketing materials, logos, and designs, sales information, business development strategies, product plans and designs and deployment, technical data, inventions, future inventions, processes, methods, data, know-how, algorithms, formulae, franchises, databases, computer programs, computer software, user interfaces, source codes, object codes, architectures and structures, display screens, layouts, development tools and instructions, templates, and other trade secrets, trade names, trademarks, copyrights, patents, other intellectual property, intangible assets and industrial or proprietary property rights which may or may not be related directly or indirectly to Company's software business and all documentation, media or other tangible embodiment of or relating to any of the foregoing and all proprietary rights therein of Company (all of which are hereinafter referred to as the "Proprietary Information"). Although certain information may be generally known in the relevant industry, the fact that Company uses it may not be so known. In such instance, the knowledge that Company uses the information would comprise Proprietary Information. Furthermore, the fact that various fragments of information or data may be generally known in the relevant industry does not mean that the manner in which Company combines them, and the results obtained thereby, are known. In such instance, that would also comprise Proprietary Information.
• 3.2.member agrees not to make use of or disclose to third parties any other user's information received by member from the REALCOMMODITYTRADING site other than as necessary to participate in the REALCOMMODITYTRADING member activities. The preceding obligation does not apply to other user's information that is publicly available or available from sources other than the REALCOMMODITYTRADING Web Site.
• 3.2.Ownership of Work. All Work made by member during the activities shall belong exclusively to Company and its designees. If by operation of law, any of the Work, including all related intellectual property rights, is not owned in its entirety by Company automatically upon creation thereof, then member agrees to assign, and hereby assigns, to Company and its designees the ownership of such Work, including all related intellectual property rights. "Work” shall mean any writings (including excel, power point, word, PDF, emails, etc.), programming, documentation, data compilations, reports, plans, designs, drawings, and any other media, materials, source code, object code of the software developed or other objects produced as a result of member's work or delivered by member in the course of performing the activities.

4. ASSIGNMENT

• 4.1.The member absolutely, irrevocably and unconditionally assigns to the Company all of its rights, title and interest both at law and in equity, past, present and future, in and to all Copyright and Intellectual Property it has in the Works for the activities including but not limited to:
• 4.2.Any Copyright Rights of the member existing in final versions of the content created by it for the member;
• 4.3.Any intellectual Property in any upgrades, additions, enhancements, revisions, amendments and derivations in the Works;
• 4.4.The member shall forthwith deliver to the Company all the documentation as may be reasonably required for assigning all the Intellectual Property Rights therein and relating thereto for exclusive use and exploitation by the Company.
• 4.5.The member further covenants that it will not claim any right, title or interest whether at law or in equity in any Copyright or any Intellectual Property in the Works created previously or any future Works created and that the member shall be the sole, exclusive and absolute owner of all Works.

5. WARRANTIES, INDEMNITIES AND LIMITATION OF LIABILITIES

• 5.1.General Warranties.
  • 5.1.1. The member warrants that it owns or has the rights necessary to grant to Company the rights to the Work in accordance with the terms of this Agreement and the associated member activities. 
  • 5.1.2. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
   

• 5.2.MORAL RIGHTS
  • 5.2.1. The member consents to the use by the Company and its nominees or licensees of the Works and all/any Intellectual Property Rights related thereto whether or not such use would, but for this clause, infringe the Moral Rights of the member.
   

• 5.3.WARRANTIES BY THE member
  • 5.3.1. The member hereby warrants as follows:
  • 5.3.2. That the member is competent and has the authority to assign the Works in pursuance of this Agreement;
  • 5.3.3. That the member has no relationship, agreement or commitment with or to any person, natural or juristic, which may conflict with the assignment, vesting or use of any rights conferred to the Company in pursuance of this Agreement and that such use by the Company shall not require permission or consent of any third party or entity.
   

• 5.4.WARRANTIES AS TO NON-INFRINGEMENT
  • 5.4.1.The member warrants that any work created during the activity by it in pursuance of this Agreement for the Company does not infringe any third party’s or entity’s Intellectual Property Rights or Moral Rights;
  • 5.4.2. The member further warrants that the assignment provided in pursuance of this Agreement including any documentation or related material is needed to use or fully exploit the Work.
   

• 5.5.INDEMNITIES:
  • 5.5.1. You agree to defend, indemnify and hold harmless our Company/website, its employees, directors, officers, agents and their successors and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney's fees, caused by or arising out of claims based upon your actions or inactions, which may result in any loss or liability to our website or any third party including but not limited to breach of any warranties, representations or undertakings or in relation to the non-fulfillment of any of your obligations under this Agreement or arising out of your violation of any applicable laws, regulations including but not limited to Intellectual Property Rights, payment of statutory dues and taxes, claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other subscribers and infringement of intellectual property or other rights. This clause shall survive the expiry or termination of this Agreement.
   

• 5.6.LIMITATION OF LIABILITY.
  • 5.6.1. SUBJECT TO SECTION 7.6(c) BELOW, IN NO EVENT SHALL COMPANY BE LIABLE, TO THE OTHER, FOR ANY LOST PROFITS, LOSS OF BUSINESS, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT.
  • 5.6.2.SUBJECT TO SECTION 7.6(C) BELOW, COMPANY’S TOTAL LIABILITY TO THE OTHER, WHETHER IN CONTRACT OR IN TORT (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL DOLLAR AMOUNTS PAID OR PAYABLE TO member UNDER THE WORK ORDER THAT GAVE RISE TO SUCH LIABILITY.
  • 5.6.3.The limitations set forth in Sections 7.6(a) and 7.6(b) shall not apply with respect to:  (i) damages to person and/or tangible property occasioned by the willful misconduct or gross negligence of a party; (ii) claims that are the subject of indemnification pursuant to Section 7.5 above; and (iii) either party’s breach or alleged breach of its confidentiality obligations under this Agreement.
   

6. INDEPENDENT CONTRACTOR, NO CONFLICT

It is understood and agreed, and it is the intention of the parties hereto, that member is an independent contractor, and not the employee, agent, joint venture, or member of Company for any purposes whatsoever. This Agreement shall not be interpreted as creating an association, joint venture, or Member relationship between the parties or as imposing any employment, or Member obligation, or liability on any party. member shall not be entitled to, and shall not attempt to, create or assume any obligation, express or implied, on behalf of Company. member is skilled in providing the Services. To the extent necessary, member shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement. member hereby represents, warrants and covenants that member has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by member will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which member is now or hereinafter becomes obligated.

7. TERMINATION:

• 7.1.We may, at any time and without notice, suspend, cancel, or terminate your right to use the platform. In the event of suspension, cancellation, or termination, you are no longer authorized to access the part of the website affected by such suspension, cancellation, or termination. In the event of any suspension, cancellation, or termination, the restrictions imposed on you with respect to material downloaded from the website and the disclaimers and limitations of liabilities set forth in the Agreement, shall survive.
• 7.2.Without limiting the foregoing, we may close, suspend or limit your access to our website:
• 7.3.if we determine that you have breached, or are acting in breach of, this Agreement;
• 7.4.if we determine that you have breached legal liabilities (actual or potential), including infringing someone else's Intellectual Property Rights;
• 7.5.if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
• 7.6.to manage any risk of loss to us, a User, or any other person; or
• 7.7.For other similar reasons.
• 7.8.If we find you breaching these terms, you may also become liable for an amount of which we have suffered losses/damages.

8. INJUCTIVE RELIEF

The parties agree that in the event of any breach or threatened breach of any of the covenants , the damage or imminent damage to the value and the goodwill of Company's business will be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, the parties agree that Company shall be entitled to injunctive relief against member in the event of any breach or threatened breach of any such provisions by member, in addition to any other relief (including damages) available to Company under this Agreement or under applicable law for which Arbitrator shall award accordingly, including any costs and attorneys’ fees incurred in connection with the arbitration.

9. PUBLICITY

The Company shall have the right to use the name, contents, works and picture of member on the Company’s website, marketing and advertising materials.

10. WAIVER

A waiver of any breach of this agreement or of any of the terms or conditions by either party thereto, shall not be deemed a waiver of any repetition of such breach or in any wise affect any other terms or conditions hereof; no waiver shall be valid or binding unless it shall be in writing, and signed by the parties.

11. NOTICE

Any written notice required under any of the provisions of this agreement shall be deemed to have been properly served by delivery in person or by mailing the same in paper or by electronic means to the parties:

Company:member@realcommoditytrading.com

12. SEVERABILITY

If any clause or section of the present agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise

13. FORCE MAJEURE

In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period.

14. GOVERNING LAW AND JURISDICTION

The terms of this Agreement shall be governed and construed in accordance with the laws of Republic of Korea. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of the courts sitting in the Province of Seoul, Republic of Korea.

15. DISPUTE RESOLUTION

• 15.1.The parties agree that any dispute arising out of this agreement shall be referred to arbitration and the procedure prescribed under the applicable arbitration laws then in force in the Republic of Korea.
• 15.2.The decision of the arbitrator shall be final and binding on both the parties.
• 15.3.The language to be used and all written documents provided in any such arbitration shall be in English.

16. ASSIGNMENT

The member shall have no right to (a) assign this agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the services without the other party’s prior written consent. Any such purported assignment shall be void.

17. MODIFICATIONS

Any modification or amendment in the present agreement shall be done only by the written consent of both the parties

18. DIGITAL SIGNATURE:

• 18.1. By using our services and registering as a member, you are deemed to have executed this Agreement electronically, effective on the date you register as a member start using our services. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement.
• 18.2. In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the website, you give us permission to provide these records to you electronically instead of in paper form.
• 18.3. By registering for an Account, you consent to electronically receive and access, via email, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting User Support. If you withdraw your consent to receive such records and notices electronically, we will terminate your access to the Services, and you will no longer be able to use the Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.

19. MISCELLANEOUS

• 19.1.Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this agreement or of any clause.
• 19.2.Each party shall co-operate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this agreement.

20. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the matters covered by it, and supersedes any prior understanding or agreements, oral or written, with respect thereto. The parties will not be bound by any understanding, agreement, promise, or representation, whether expressed or implied, which is not specified in this Agreement.

21. DECLARATION

The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

22. CONTACT US:

For any further clarification of out Terms and Conditions, please write to us at

member@realcommoditytrading.com.