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GUOXINB2B
SERVICE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY!
1. Acceptance of Terms
1.1Welcome to Guoxin B2B's service( this "Service"). The following sets forth the terms and conditions of the Guoxin B2B's Trustpass Membership Agreement (this "Agreement") between you and E-Commerce Corp. ("Guoxin B2B ") under which Guoxin B2B offers you access to the Service through the web site identified by the uniform resource locator Egxnet.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, GUOXIN B2B'S SERVICE?AGREEMENT AND GUOXIN B2B 'S PRIVACY POLICY WHICH ARE INCORPORATED HEREIN BY REFERENCE.
1.2 Egxnet.com 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. Posting by Guoxin B2B 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 Egxnet.com.
1.3 Guoxin B2B reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice.Guoxin B2B further reserves the right to introduce new features, functionalities or applications to the Service or to future versions of the Service.All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Guoxin B2B.
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2.Service Intention
The Service is offered only to business or corporate entities (e.g. corporation, limited liability company, partnership, sole proprietorship, etc.) that are capable of having a business name and business address that may be Authenticated and Verified by the A&V Agency.
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3. Fees and Payment
3.1 In consideration of GuoxinB2B agreement to process the application and, subject to Authentication and Verification, to provide the Service, each Applicant agrees to pay Guoxin B2B a fee only after trade reaches an agreement. The rates for fees chargeable under the Service shall be published on the Site.All fees shall be payable to Guoxin B2B by wire transfer, credit card, third-party payment system or such other method acceptable to Guoxin B2B, in US Dollars or its equivalent in such other currency as permitted by Guoxin B2B.
3.2 All published fees are exclusive of any taxes, duties or other governmental, banking or transactional and handling charges or levies.
3.3 GuoxinB2B reserves the right to modify its pricing structure, discounts and payment conditions from time to time.
3.4 Each Applicant acknowledges that it is illegal under law to make unauthorized use of credit card or bank account information of the other people. GuoxinB2B shall not be liable for the provision of any Service which has been paid for via unauthorized use of credit card or bank accounts. Any Applicant who commits an unauthorized use of credit card or bank accounts shall indemnify and save Guoxin B2B, its employees, agents and representatives harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such unauthorized use.
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4. Your Information and Products
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 GuoxinB2B and (b) maintain and promptly amend all information to keep it true, accurate, current and complete.
Each Member acknowledges and agrees that GuoxinB2B shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. GuoxinB2B does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
Each Member represents, warrants and agrees that it has obtained all necessary third party copyright or trademark licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Site or provides to GuoxinB2B or authorizes GuoxinB2B to display does not violate the copyright, trademark, trade secret or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights.
Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from its business partners and associates to (a) act as such Member's business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member's consent to be obtained before third parties may contact the business referees.
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5. Member ID, Password & Confidentiality
Guoxin B2B shall issue a Member ID and Password (which shall be chosen by the Member during registration) to each Member to access the Service through such Member's Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all activities that occur under the Member ID and Password.A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person outside of the Member's business entity.Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), will cause irreparable harm to Guoxin B2B and each Member shall indemnify Guoxin B2B against any loss or damages (including but not limited to loss of profits) suffered by Guoxin B2B as a result of such multiple use of an Account.Each Member hereby undertakes to notify Guoxin B2B immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security.Each Member hereby agrees that Guoxin B2B shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.
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6. Rules about Your Information
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 Guoxin B2B'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 Guoxin B2B 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 Guoxin B2B Terms of Use; or
(m)otherwise create any liability for Guoxin B2B or its affiliates.
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7. License to Guoxin B2B
Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to GuoxinB2B 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.
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8. Feedback
Member shall not take any action which may undermine the integrity of GuoxinB2B feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.
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9. What if Breaches?
If any Member breaches the representations, warranties and covenants, or if GuoxinB2B has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, GuoxinB2B has the right to suspend or terminate the Service with respect to such Member without any compensation, and refuse any and all current or future use of the Service or any other services that may be provided by GuoxinB2B.Further, GuoxinB2B reserves the right in it sole discretion to remove any material it reasonably believes that is unlawful, could subject GuoxinB2B to liability, violates this Agreement or the GuoxinB2B Terms of Use or is otherwise found inappropriate in GuoxinB2B opinion.GuoxinB2B reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing.Further, GuoxinB2B may disclose the Member'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 GuoxinB2B shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against GuoxinB2B for such disclosure.In connection with any of the foregoing, GuoxinB2B may suspend or terminate the Account of any Member as GuoxinB2B deems appropriate in its sole discretion.
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10. Service
Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall Guoxin B2B be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.Each Member further agrees that any claim against Guoxin B2B for pre-mature termination of the Service and loss of TrustPass Benefits shall be limited to the amount of subscription fees paid by the Member that are allocated (on a pro-rata basis) to the unused portion of the subscription period.
Any material downloaded or otherwise obtained through the use of the Service 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 results from the download of any such material.No advice or information, whether oral or written, obtained by any Member from GuoxinB2B or through or from the Service shall create any warranty not expressly stated in this Agreement.
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11. Responsibility
11.1 GuoxinB2B 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:
(a)the use or the inability to use the Service;
(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 user of the Site; or
(e)any other matter relating to the Service however arising, including negligence.
11.2 The service is provided on an "as is" and "as available" basis, and Guoxin B2B 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.
11.3 Guoxin B2B makes no warranty or representation as to the legality, truthfulness, accuracy or completeness of any information displayed through the service by a member. Neither Guoxin B2B nor any of its affiliates shall be liable for such information. Further, Guoxin B2B makes no warranty or representation as to an A&V agent's authentication and verification results. Neither Guoxin B2B nor any of its affiliates shall be liable for any errors or omissions(whether or not negligent, intentional or otherwise) by an A&V agent.
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12. Compensation
Each Member agrees to indemnify GuoxinB2B, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of information or deletion thereof, from such Member's use of the Service or from such Member's breach of this Agreement or the GuoxinB2B Terms of Use.Each Member further agrees that GuoxinB2B is not responsible, and shall have no liability to it or anyone else for any material posted by such Member or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. GuoxinB2B reserves the right; at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with GuoxinB2B in asserting any available defenses.
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13. No Agency
GuoxinB2B 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.
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14. Force Majeure
Under no circumstances shall GuoxinB2B be held liable for an delay or failure or disruption of the Service 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.
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15. Transference
GuoxinB2B shall have the right to assign its obligations and duties in this Agreement to any person or entity
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16. Lawsuit
This Agreement shall be governed by the laws of the People's Republic of China. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Hangzhou.
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17. General
This Agreement and the GuoxinB2B Terms of Use constitutes the entire Agreement between each Member and GuoxinB2B and governs the use of the Service, superseding any prior written or oral Agreements in relation to the same subject matter herein.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
GuoxinB2B failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive GuoxinB2B right to act with respect with subsequent or similar breaches.
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