CONCHIUS LIMITED
TERMS OF USE AGREEMENT
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
This Terms of Use Agreement (the “Agreement”) describes the terms and conditions applicable to your use of the CONCHIUS web site which is identified by the uniform resource locator www.conchius.com (the “Site”). This Agreement is entered into between you as the user of the Site (the “User”) and CONCHIUS Limited (”CONCHIUS”).
www.conchius.com
1. Application of and Acceptance of Terms and Conditions.
1.1 For purposes of this Agreement, a “User” is any person who accesses the Site for whatever purpose, regardless of whether such User has registered with CONCHIUS as a registered user or whether such User is a paying customer for a specific service provided by CONCHIUS. A User includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority.
1.2 By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Site and any further upgrade, modification, addition or change to this Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site.
1.3 This Agreement applies to each Premium Service (as defined below) in addition to any terms and conditions that may be applicable to such specific Premium Service provided, however, that
(a) in the event of any conflict or inconsistency between any provision of the terms and conditions that may be applicable to such Premium Service and any provision of this Agreement, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favourable to CONCHIUS and/or its affiliates; and
(b) only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of the terms and conditions applicable to such specific Premium Service shall prevail.
1.4 CONCHIUS may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on March 23, 2005. Posting by CONCHIUS of the amended and restated Agreement and your continued use of the Site shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified, except in writing by an authorized officer of CONCHIUS.
2. Premium Services
2.1 Access to the Site and certain of its features are provided to all Users free of charge. However, CONCHIUS reserves the right, without prior notice, to restrict access to certain areas or features of the Site (”Premium Services”) to paying Users or Users who undergo a specific registration process. Access to and use of these Premium Services is governed by additional terms and conditions under separate agreements in addition to this Agreement.
2.2 CONCHIUS reserves the right to deny Premium Services to any User for whatever reason in order to protect CONCHIUS’ interests.
3. Users Generally.
3.1 Users may use this Site solely for their own personal or internal purposes. Each User agrees that it shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through the Site (the “CONCHIUS Content”) for the purpose of re-selling or re-distributing the CONCHIUS Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with CONCHIUS, or otherwise commercially exploiting the CONCHIUS Content. Systematic retrieval of CONCHIUS Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from CONCHIUS is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
3.2 Some of the CONCHIUS Content displayed on this Site is provided or posted by third parties (”Third Party Content”). Any Third Party Content is the sole responsibility of the party who provided the content. CONCHIUS is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User’s reliance of such Third Party Content. In addition, CONCHIUS is not responsible for the conduct of any User’s activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User’s conduct.
3.3 CONCHIUS may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such third party’s web site. You are cautioned to read such sites’ terms and conditions and/or privacy policies before using such sites in order to be aware of the terms and conditions of your use of such sites. User acknowledges that CONCHIUS has no control over such third party’s web site, does not monitor such sites, and CONCHIUS shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such web site.
3.4 Messages or information sent by a User through communication systems provided by the Site, or through emails, fax or letters to addressees obtained from the Site, shall not contain any of the materials described in the provisions of Section 5.5 below.
3.5 CONCHIUS reserves the right to limit, deny or create different access to the Site and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use the Site wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall CONCHIUS be liable to the User or any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise), any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Site or any of its features.
3.6 No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by CONCHIUS and/or any other User and no User shall attempt to gain unauthorized access to such computer systems or networks.
3.7 Your continuation of use of the Site shall be deemed to be your acceptance of the Privacy Policy which is displayed on the Site at the time of such use.
4. Registered Users
4.1 Each User who has filled out an on-line registration form on the Site by giving its information (such as name, address, telephone and fax number, email address, details of its business, etc.) is a registered user of CONCHIUS (a “Registered User”). CONCHIUS will establish an account (”Account”) for each Registered User and each Registered User will be assigned a user alias (”User ID”) and password (”Password”) for log-in access to its own Account.
4.2 CONCHIUS may assign a web-based email account with limited storage space for the User to send or receive email (the “Email Account”). The User shall be responsible for all users and the content of all the messages communicated through the Email Account, as well as the consequences of any such message.
4.3 If the Registered User is a business entity, you represent that (a) you have the authority to bind the entity to this Agreement; (b) the address you use when registering is the principal place of business of such business entity; and (c) all other information submitted to CONCHIUS during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.
4.4 By becoming a Reseller to CONCHIUS, you consent to the inclusion of your personal data in our Global Buyer Database and authorize CONCHIUS to share such information with other Users.
4.5 CONCHIUS may suspend or terminate a Registered User’s Account or Email Account at any time by giving no less than 24-hour notice to the Registered User; provided, however, that notice is not required for such termination if (a) in CONCHIUS’ determination, there is any breach of the provisions of this Agreement by the Registered User; or (b) CONCHIUS has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or (c) CONCHIUS believes that the Registered User’s actions may cause financial loss or legal liability to such Registered User, CONCHIUS’ other Users, or CONCHIUS or its affiliates.
4.6 The Registered User shall not use the Email Account for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Further, the Registered User shall not use the Email Account to publish, distribute, transmit or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence.
4.7 A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, User ID or Password to a third party without the prior written consent of CONCHIUS. CONCHIUS may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.
4.8 Notwithstanding Section 4.1 above, CONCHIUS may refuse registration and deny the issuance of an Account and/or Email Account and associated User ID and Password to any User for whatever reason.
5. Limitation of Liability
5.1 Any material downloaded or otherwise obtained through the Site is done at each User’s sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from CONCHIUS or through or from the Site shall create any warranty not expressly stated on the web site.
5.2 Under no circumstances shall CONCHIUS be held liable for an delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
5.3 Each User hereby agrees to indemnify and save CONCHIUS, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User’s use of the Site (including but not limited to the display of such User’s information on the Site) or from its breach of any of the terms and conditions of this Agreement. Each User hereby further agrees to indemnify and save CONCHIUS, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User’s breach of any representations and warranties made by User to CONCHIUS, including but not limited to those set forth in Sections 5.1, 5.2 and 5.3 above. Each User hereby further agrees to indemnify and save CONCHIUS, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that CONCHIUS is not responsible and shall have no liability to it, for any material posted by others; including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. CONCHIUS reserves the right; at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with CONCHIUS in asserting any available defences.
5.4 CONCHIUS shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
(a) the use or the inability to use the Site;
(b) any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site;
(c) violation of Third Party Rights or claims or demands that Users’ manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defence or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
( d) unauthorized access by third parties to data or private information of any User;
( e) statements or conduct of any User of the Site; or
( f) any matters relating to Premium Services however arising, including negligence.
6. Intellectual Property Rights
6.1 CONCHIUS is the sole owner or lawful licensee of all the rights to the Site and the CONCHIUS Content. The Site and CONCHIUS Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and CONCHIUS Content shall remain with CONCHIUS, its affiliates or licensors of the CONCHIUS Content, as the case may be. All rights not otherwise claimed under this Agreement or by CONCHIUS are hereby reserved.
6.2 “CONCHIUS”, “CONCHIUS.COM” and related icons and logos are registered trademarks or trademarks or service marks of CONCHIUSLimited in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
7. Notices
7.1 All notices or demands to or upon CONCHIUS shall be effective if in writing and shall be duly made when sent to CONCHIUS in the following manner to: CONCHIUS (Shanghai) Limited, 27F, Liang Feng Building, No.8 Dong Fang Road, Shanghai 200120, P.R. China.
上海广思企业管理咨询有限公司
上海市浦东新区东方路8号良丰大厦27F座,
with a copy to: CONCHIUS Limited, Causeway bay Branch, 1/F, Causeway bay Plaza II, 463-483 Lockhart Road, Causeway bay, Hong Kong, Hong Kong SAR, Attn: Legal Department.
7.2 All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to CONCHIUS, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when (a) CONCHIUS is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or (b) immediately upon CONCHIUS’ posting such notice on an area of the Site that is publicly accessible without charge.
8. General
8.1 Subject to any additional agreements relating to Reseller Services, this Agreement and the Privacy Policy constitute the entire agreement between the User and CONCHIUS with respect to access to and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter herein.
8.2 CONCHIUS and the User are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
8.3 If any provision herein is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
8.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
8.5 CONCHIUS’ failure to enforce any right or failure to act with respect to any breach by a User under these terms and conditions will not waive that right nor waives CONCHIUS’s right to act with respect with subsequent or similar breaches.
8.6 CONCHIUS shall have the right to assign its obligations and duties in this Agreement and in any agreement relating to Premium Services to any person or entity.
8.7 This Agreement shall be governed by the laws of China without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of China.