Terms Of Use Agreement

PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.

asiaPacificMarket.com website is a service offered by US-China Business Consulting Center (the "Site", "we" or "us"). The "User" is any person who accesses the Site for whatever purpose, regardless of whether said User has registered on the Site as a registered User, or a paying customer for a specific service provided by the Site or its affiliate, or just a person or any legal entity represented by such person under actual or apparent authority who visits and utilizes the Site. This Terms of Use Agreement (the "Agreement") contains the terms and conditions applicable to you as a User in your access and use of the Site, and the tools and services the Site provides.

1. Application and Acceptance of Terms and Conditions.

1.1 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 the Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site.

1.2 The Site may amend this Agreement at any time by posting the amended and restated Agreement on the Site, and you agree that your use of the Site after such changes will constitute your acceptance of such changes. For your convenience, the date of last revision is included at the top of this page. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO VIEW THE SITE OR USE THE SERVICES. This Agreement may not otherwise be modified, except in writing by an authorized officer of The Site.

2. Users Generally.

2.1 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 " Site Content") for the purpose of re-selling or re-distributing the Site Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with the Site, or otherwise commercially exploiting the Site Content. Systematic retrieval of the Site 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 the Site is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.

2.2 Some of the Site Content displayed on this Site is provided or posted by third parties ("Third Party Content"). The Site is not the author of Third-Party Content, whether contributed by anonymous users, or registered members, or paid content providers. Any Third Party Content is the sole responsibility of the party who provided the content. The Site 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, The Site 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.

2.3 The Site 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 the Site has no control over such third party's web site, does not monitor such sites, and the Site shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such a website.

2.4 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 4.5 below.

2.5 The Site 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 the Site 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, inaccuracies, 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.

2.6 No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by the Site and/or any other User, and no User shall attempt to gain unauthorized access to such computer systems or networks.

2.7 We urge that you read the Site's Privacy Policy which governs the protection and use of each User's information in the possession of The Site and/or its affiliates. Each User hereby accepts the Privacy Policy and any updates and amendments thereto. Each User acknowledges that the Site may change the Privacy Policy from time to time provided that the Site shall make available the updated version of the Privacy Policy on the Site at all times. Your continuation of use of the Site shall be deemed to be your acceptance of the Privacy Policy which is then displayed on the Site at the time of such use.

2.8 As a condition of your access to and use of The Site, you agree that you will not use the Site service to infringe the intellectual property rights or other legitimate rights of others in any way. The Site will in appropriate circumstances terminate the accounts of Users who are repeat infringers of the copyrights, or other intellectual property rights, or other legitimate rights of others.

In addition, the Site reserves the right to terminate the account of a user upon any single infringement of the rights of others in conjunction with use of the Site service, or if the Site believes that User's conduct is harmful to the interests of the Site, its affiliates, or other users, or for any other reason in the Site's sole discretion, with or without cause.

3. Registered Users

3.1 Each User who has completed and submitted a registration form online on the Site by giving its information (such as name, address, telephone and fax number, email address, details of its business, etc.) to the Site is a registered user of the Site (a "Registered User"). An account ("Account") will be established for each Registered User with its own password and user name for log-in access to its own Account.

3.2 A web-based email account with limited storage space may be assigned to 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.

3.3 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 the Site during the registration process is true, accurate, current and complete.

3.4 By becoming a Registered User, you consent to the inclusion of your information in our database and authorize the Site and its affiliates to share such information with other Users.

3.5 The Site or its affiliates 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 the Site's determination, there is any breach of the provisions of this Agreement by the Registered User; or (b) the Site has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or (c) The Site believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, the Site's other Users, or the Site or its affiliates.

3.6 The Registered User shall not use the Email Account for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, 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.

3.7 A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, User Name or Password to a third party without the prior written consent of the Site. The Site 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.

3.8 Notwithstanding Section 3.1 above, the Site may refuse registration and deny the issuance of an Account and/or Email Account and associated User Name and Password to any User for whatever reason.

4. Users Who Post Information on the Site

4.1 You must be a Registered User in order to post information on the Site using the self-help submit and edit tools provided through the Site. Your status as a Registered User is governed by the provisions of Section 3 above.

4.2 No sales agency relationship is created between any User and The Site, our affiliates, or directors, officers and employees by virtue of the Site's display of any of the User's information on the Site.

4.3 Each User hereby represents, warrants and agrees to (a) provide the Site with true, accurate, current and complete information to be displayed on the Site and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each User hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to the Site to display and use all information provided by such User in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.

4.4 Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark, trade secrets or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on the Site or provides to the Site or authorizes the Site to display. Third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on the Site, including but not limited to rights of personality and rights of privacy, or affecting or relating to products that are offered or displayed on the Site, are hereafter referred to as "Third Party Rights." Each User hereby represents, warrants and agrees that it shall be solely responsible for ensuring that any material or information it posts on the Site or provides to the Site or authorizes the Site to display does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such rights. Each User hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import, export and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation, export and/or distribution of those products violates no Third Party Rights.

4.5 Each User hereby represents, warrants and agrees that information submitted to the Site for display on the Site shall not:

contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
be part of a scheme to defraud other Users of the Site or for any other unlawful purpose;
relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other Third Party Rights;
impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
be defamatory, libelous, unlawfully threatening or unlawfully harassing;
be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
solicit business from any Users in connection with a commercial activity that competes with the Site;
contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement;
violate any provision in the Product Listing Policy;
otherwise create any liability for the Site or its affiliates.

4.6 The Site reserves the right in its sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, could subject the Site to liability, violates this Agreement or is otherwise found inappropriate in the Site's opinion. The Site reserves the right to cooperate fully with governmental authorities, and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Furthermore, the Site may disclose the User's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and the Site shall not be liable for damages or results thereof and User agrees not to bring any action or claim against the Site for such disclosure. In connection with any of the foregoing, the Site may suspend or terminate the Account of any User as the Site deems appropriate in its sole discretion. User agrees that the Site shall have no liability to User, including no liability for consequential or any other damages, in the event the Site takes any of the actions mentioned in this Section, and that User agrees to bear the risk that the Site may take such actions.

5. Transactions and collaborations between Users

5.1 The Site provides an electronic web-based platform for users to exchange information, to buy or sell products and services, and to collaborate on specific projects. The Site does not represent any side in such transactions or business collaborations, and does not charge any commissions from completing any transaction or business collaboration. As a result, the Site does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site, or the ability of the suppliers to complete a sale, or the ability of buyers to complete a purchase, or the ability of a participant to do the work it undertakes in business collaborations.

5.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretences. The Site uses several techniques and methods to verify the accuracy of the information our users provide us when and after they register on the Site. However, the Site cannot and does not confirm each User's purported identity. We encourage you to use common sense and do what you can to evaluate the person or business entity that you are dealing with through the Site.

5.3 Each User acknowledges that it is fully assuming the risks of purchase and sale transactions, or business collaborations when using the Site to conduct transactions or business collaborations, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to such products or services or collaborations. Such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, 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, and the risk that User may incur costs of defense or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction and Collaboration Risks". Each User agrees that the Site shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.

5.4 Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

5.5 In the event that any User has a dispute with any party to a transaction or business collaboration, such User agrees to release and indemnify the Site (and our agents, affiliates, employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

6. Limitation of Liability

6.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FEATURES AND SERVICES ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THE SITE HEREBY EXPRESSLY DISCLAIMS 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. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

6.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE, THE SITE DOES NOT REPRESENT OR WARRANTY THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND THE SITE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE.

6.3 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 results from the download of any such material. No advice or information, whether oral or written, obtained by any User from the Site or through the Site shall create any warranty not expressly stated herein.

6.4 Under no circumstances shall the Site 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, labor disputes, riots, insurrections, civil disturbances, shortages of labor 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.

6.5 Each User hereby agrees to indemnify and save the Site, its affiliates, and 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 The Site, 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 the Site, including but not limited to those set forth in Sections 4.3, 4.4 and 4.5 above. Each User hereby further agrees to indemnify and save The Site, 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 the Site 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.
The Site reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the Site in asserting any available defenses.

6.6 The Site 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 or otherwise or any other damages resulting from any of the following:

the use or the inability to use the Site;
any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site;
violation of Third Party Rights or claims or demands that Users' manufacture, importation, export, 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 defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
unauthorized access by third parties to data or private information of any User;
statements or conduct of any User of the Site.

6.7 Notwithstanding any of the foregoing provisions, the aggregate liability of the Site, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Use for all claims arising from the use of the Site or the Site service shall be limited to the greater of (a) the amount of fees the User pays to the Site or its affiliates in the 12 months prior to the action giving rise to liability and (b) US$30. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Site or the Site service must be filed within six (6) months from the date the cause of action arose.

7. Intellectual Property Rights

7.1 The Site is the sole owner or lawful licensee of all the rights to the Site and the Site Content. The Site and the Site 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 the Site Content shall remain with the Site, its affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under this Agreement or by the Site are hereby reserved.

8. Notices

8.1 Notice to a User shall be deemed to be received by such User if and when

The Site is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
immediately upon the Site's posting such notice on an area of the Site that is publicly accessible without charge.

9. General

9.1 This Agreement and the Privacy Policy constitute the entire agreement between the User and The Site with respect to and governs the use of the Site.

9.2 The Site 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.

9.3 If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use shall remain in full force and effect.

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

9.5 The Site's failure to enforce any right or failure to act with respect to any breach by a User under this Agreement will not waive that right nor waives the Site's right to act with respect with subsequent or similar breaches.

9.6 The User may not assign, in whole or part, this Agreement to any person or entity.

9.7 Any cause of action or claim you may have with respect to this Agreement or the Website must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred.

9.8 If there is any conflict between the English version and another language version of this Agreement, the English language version shall prevail.

10. Dispute Resolution and Governing Law

10.1 Binding Arbitration. If you and the Site are unable to resolve any controversy or claim related to this Agreement (each a "Dispute"), both parties agree that, except for those Disputes expressly excluded below, such Dispute shall be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). For the convenience of the parties, the arbitration may be conducted in person, through the submission of documents or by phone. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.

10.2 Restrictions. You and the Site agree that any arbitration shall be limited to the Dispute between the Site and you individually. To the full extent permitted by law: (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

10.3 Location. Any arbitration will take place in New York, New York.

10.4 Governing Law. Except as otherwise provided for herein, this Agreement shall be governed by, and will be construed under, the laws of the State of Delaware, without regard to choice of law principles. Those who choose to access the Website or Services from locations outside of the United States do so on their own initiative, and are responsible for compliance with local laws if and to the extent local laws are applicable.

Please direct any questions you may have about the Terms of Use, or any other legal matters, to the following e-mail address: support@asiaPacificMarket.com