1. Acceptance of Terms
1.1 WELCOME TO IloveTrade.com'S FREE SERVICE (the
"SERVICE"). The following sets forth the terms and conditions
of the IloveTrade.com Free Membership Agreement (this "Agreement")
between you and IloveTrade.com E-Commerce Corp. ("IloveTrade.com") under
which IloveTrade.com offers you access to the Service through the web site identified
by the uniform resource locator www.IloveTrade.com (the "Site").
Use of the Service indicates that you accept the terms and conditions set forth
below. If you do not accept all of the terms and conditions, please do not use
the Service. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I AGREE"
BUTTON", YOU ARE INDICATING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT,
IloveTrade.com¡¯S TERMS OF
USE AGREEMENT AND IloveTrade.com'S PRIVACY
POLICY WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED TO
AS THE "IloveTrade.com TERMS OF USE"). Terms not defined in this
Agreement shall bear the same meaning as that contained in the IloveTrade.com Terms of
Use.
1.2 IloveTrade.com may amend this Agreement at any
time by posting the amended and restated Agreement on this Site. The amended and
restated Agreement shall be effective immediately upon posting. This Agreement
was last amended on July 25th, 2006. Posting by IloveTrade.com of the amended and
restated Agreement and your continued use of the Service 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 IloveTrade.com.
2. The Service
2.1 The Service will be offered free-of-charge for an
unspecified time period and will have the following core features (which may be
added to or modified, or suspended for scheduled or unscheduled maintenance
purposes, from time to time at the sole discretion of IloveTrade.com and notified to
you) ("Free Member Benefits"):
| a) b) c) d) |
Company Profile - allows each Member to display and edit basic
information about its business, such as year and place of establishment,
estimated annual sales, number of employees, and products and services offered,
etc. Products - allows each Member to display and edit description, specification and image of five products. Unlimited Buyer Trade Lead Posting - allows each Member to post on the Site for public display offers to buy products and services from other users of the Site. Limited Seller Trade Lead Posting - allows each Member to post on the Site for public display 20 offers to sell products of the Member. |
| (A) an individual |
| i) ii) |
who resides within the People¡¯s Republic of China (excluding the
Hong Kong and Macau Special Economic Regions and Taiwan) (hereinafter
¡°Mainland China¡±) or whose contact details (e.g., telephone number, facsimile number or business address) posted on the Site are within Mainland China, or |
| (B) a business entity |
| i) ii) |
incorporated or organized under the laws of Mainland China or a
majority-owned subsidiary owned directly or indirectly by such a business entity
or entities; or whose contact details posted on the Site are within Mainland China. If you are either of the above, and you continue to register or have already registered for an Account, IloveTrade.com may suspend or terminate such Account at any time without notice to you. |
3. Member Responsibilities
3.1 Each Member hereby represents, warrants and agrees to (a)
provide true, accurate, current and complete information about itself and its
business references as may be required by IloveTrade.com and (b) maintain and promptly
amend all information to keep it true, accurate, current and complete. Each
Member hereby grants an irrevocable, perpetual, worldwide and royalty-free,
sublicensable (through multiple tiers) license to IloveTrade.com to display and use all
information provided by such Member 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.
3.2 Each Member hereby represents, warrants and
agrees that the use by such Member of the Service and the Site shall not:
| a) | 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; |
| b) | be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose; |
| c) | 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 and privacy; |
| d) | violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); |
| e) | contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing; |
| f) | contain information that is 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; |
| g) | promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; |
| h) | 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; |
| i) | involve attempts to copy, reproduce, exploit or expropriate IloveTrade.com's various proprietary directories, databases and listings; |
| j) | involve 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; and |
| k) | involve any scheme to undermine the integrity of the computer systems or networks used by IloveTrade.com and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks; |
| l) | link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement or the IloveTrade.com Terms of Use; or |
| m) | otherwise create any liability for IloveTrade.com or its affiliates. |
4. Transactions between Buyers and Suppliers
4.1 Through the Site, IloveTrade.com provides an electronic web-based
platform for exchanging information between buyers and suppliers of products and
services. IloveTrade.com does not represent the seller nor the buyer in specific
transactions and does not charge any commissions from completing any
transactions. As a result, IloveTrade.com 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.
4.2 Members are hereby made aware that there
may be risks of dealing with people acting under false pretences. IloveTrade.com uses
several techniques to verify the accuracy of the information our users provide
us when they register on the Site. However, because user verification on the
Internet is difficult, IloveTrade.com cannot and does not confirm each user's purported
identity (including, without limitation, TrustPass Members and China Gold
Suppliers). We encourage you to use the various tools available on the Site, as
well as common sense, to evaluate with whom you are dealing.
4.3 Each Member acknowledges that it is fully assuming
the risks of purchase and sale transactions when using the Site to conduct
transactions, such risks shall include, but not limited to, mis-representation
of products and services, fraudulent schemes, unsatisfactory quality, failure to
meet specifications, defective products, delay or default in delivery or
payment, cost mis-calculations, breach of warranty, breach of contract and
transportation accidents ("Transaction Risks"). Each Member
agrees that IloveTrade.com shall not be liable or responsible for any damages that may
arise a result of or in connection with any Transaction Risks.
4.4 Members 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.
4.5 In the event
that any Member has a dispute with any party to a transaction, such Member
agrees to release and indemnify IloveTrade.com (and our agents, affiliates, directors,
officers and 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.
5. Limitation of Liability
5.1 THE FEATURES AND SERVICES ON THE IloveTrade.com SITE IS PROVIDED
ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND IloveTrade.com 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.
5.2 IloveTrade.com 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.
5.3 Any material downloaded or otherwise
obtained through the Site is done at each Member's sole discretion and risk and
each Member 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 Member from IloveTrade.com or
through or from the Site shall create any warranty not expressly stated herein.
5.4 Under no circumstances shall IloveTrade.com 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.
5.5 Each
Member hereby agrees to indemnify and save IloveTrade.com, 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
Member's use of the Site (including but not limited to the display of such
Member's information on the Site) or from its breach of any of the terms and
conditions of this Agreement. Each Member further agrees that IloveTrade.com 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 Member. IloveTrade.com reserves the
right; at it 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 IloveTrade.com in asserting any available
defenses.
5.6 IloveTrade.com 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 Member or a third-party service provider through the Site; |
| c) | unauthorized access by third parties to data or private information of any Member; |
| d) | statements or conduct of any Member of the Site; or |
| e) | any matters relating to Paid Services however arising, including negligence. |
6. Intellectual Property Rights
6.1 IloveTrade.com is the sole owner or lawful licensee of all the
rights to the Site and the IloveTrade.com Content. The Site and IloveTrade.com 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 IloveTrade.com Content shall remain with IloveTrade.com, its affiliates or
licensors of the IloveTrade.com Content, as the case may be. All rights not otherwise
claimed under this Agreement or by IloveTrade.com are hereby
reserved.
6.2 "IloveTrade.com", "IloveTrade.com," "TRUSTPASS" and
related icons and logos are registered trademarks or trademarks or service marks
of IloveTrade.com Corporation 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. General
7.1 Subject to any additional agreements relating to Paid Services,
this Agreement and the Privacy Policy constitute the entire agreement between
the Member and IloveTrade.com 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.
7.2 IloveTrade.com and the Member are
independent contractors, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or created
by this Agreement.
7.3 If any provision herein is held
to be invalid or unenforceable, such provision shall be struck and the remaining
provisions shall be enforced.
7.4 Headings are for
reference purposes only and in no way define, limit, construe or describe the
scope or extent of such section.
7.5 IloveTrade.com's failure
to enforce any right or failure to act with respect to any breach by a Member
under these terms and conditions will not waive that right nor waives IloveTrade.com's
right to act with respect with subsequent or similar
breaches.
7.6 IloveTrade.com shall have the right to assign its
obligations and duties in this Agreement and in any agreement relating to Paid
Services to any person or entity.