THESE TERMS OF USE CONTAIN IMPORTANT LEGAL OBLIGATIONS, ESPECIALLY
CLAUSE 7. PLEASE READ THEM CAREFULLY.
This Web site ("Site") is made up of
various web pages and databases that are owned and operated by Shenzhen Renwen
Digital Technology (China) Inc. ("Renwen Inc.") and includes the provision of
certain information (the "Content") and services, which include, but are not
limited to, marketplace management systems, on-line inventory and retail
management systems and product shipping management systems (collectively the
"Services"). References to the Site in these Terms of Use include each site,
page and database included therein, all Content, and all Services, unless the
context otherwise requires.
The Terms of Use and policies contained herein (the
"Terms of Use") are binding upon an individual member or a corporate member and
its officers, directors, employees, servants and agents (collectively, the
"User"). Reference to "you" or "your" in these Terms of Use includes both the
individual user and the corporation user of Renwen Inc.'s Site and Service.
Use of the Site is hereby offered to you conditioned on your acceptance without
modification of the terms, conditions, policies and notices contained herein.
Your use of the Site constitutes your agreement to all such terms, conditions,
and notices. Your use of any particular site, page, Content or Services included
within the Site may also be subject to additional terms outlined, at this time
or from time to time in the future, elsewhere on the Site (the "Additional
Terms"). Any Additional Terms from time to time in effect are hereby
incorporated into these Terms of Use by reference.
If you do not accept these
Terms of Use, your registration will not be processed and you will not be able
to use this site.
1. General Provisions
1.1 Acceptance. By completing the
registration information and accepting the Terms of Use, as described in section
1.2 below, and in consideration of Renwen Inc. allowing you to use the Site on
the terms set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which you acknowledge, you agree, without limitation
or qualification, to be bound by, and to comply with, these Terms of Use and any
other posted guidelines or rules applicable to any individual site, page,
Content or Service. All such guidelines and rules are hereby incorporated by
reference into the Terms of Use. Unless otherwise specified herein, this
agreement constitutes the entire agreement between the User and Renwen Inc. with
respect to the Site, and it supersedes all prior or contemporaneous
communications and proposals, whether electronic, oral or written, between the
User and Renwen Inc. with respect to the Site or any part thereof. A printed
version of this agreement and of any notice given in electronic form shall be
admissible in judicial, arbitral or administrative proceedings based upon or
relating to this agreement to the same extent and subject to the same conditions
as other business documents and records originally generated and maintained in
printed form.
1.2 Acceptance of Terms. The Terms of Use are effective immediately upon: (a)
the electronic acceptance by the User; (b) the written execution of these Terms
of Use by the User; or (c) any other form of acceptance by the User which would
constitute a legally binding agreement pursuant to the laws of China (collectively, the "Acceptance of the Terms of
Use"). In addition to the Acceptance of the Terms of Use, the User will be sent
a email attaching the Terms of Use and the fees associated with the use of
Renwen Inc.'s Services, which is in accordance with the fee schedule attached as
Schedule "1" to these Terms of Use ("Fee Schedule"). The User shall: i) review
the Terms of Use and Fee Schedule attached to the email, and ii) reply to the
sender of the email within seven (7) business days indicating the User's
acceptance to these Terms of Use and fees. If Renwen Inc. does not receive a
reply to the email within the time prescribed by this section, Renwen Inc., at
its sole discretion, may terminate the User's access to the Site and its
Services and bill the User's credit card, automatically debit the User's bank
account or immediately receive payment from the User in a form agreed to between
the User and Renwen Inc., for any incurred, but as of yet, unbilled services
("Account Termination Charge").
1.3 Modification of Terms. Renwen Inc. reserves
the right in its sole discretion, and without notice, to change the terms,
conditions, and notices under which the use of the Site is offered, including,
but not limited to, the Terms of Use herein and the Privacy Policy. You are
responsible for regularly reviewing these terms and conditions and Additional
Terms posted on particular sites or pages within the Site. Any change in the
terms, conditions, and notices will be effective immediately, as of the date of
change. The User shall accept the Additional Terms in accordance with section
1.2 hereof (Acceptance of the Terms of Use) forthwith upon notice change to
terms, conditions and notices. Your continued use of the Site constitutes your
agreement to all such terms, conditions, and notices.
1.4 Non-Waiver and Severability. Renwen Inc.'s failure to exercise any right or provision of these
Terms of Use shall not constitute a waiver of such right or provision. If a
court of competent jurisdiction holds any provision of these Terms of Use 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 agree that
the other provisions of these Terms of Use remain in full force and effect.
1.5 Successors and Assigns. Without in any way limiting the prohibition on your
resale, assignment, sublicensing, or other transfer of rights or obligations,
these Terms of Use shall be binding upon and enure to the benefit of the parties
hereto and their respective heirs, executors, administrators, successors, and
assigns.
2. Registration and Membership
2.1 Registration Information. Prior to
the use of Renwen Inc.'s Services, the User will be required to set-up an
account with Renwen Inc. (the "Account"), which will require the User to
register and provide certain data. In registering and providing such data, you
represent and warrant that: (a) the information about yourself is true,
accurate, current, and complete (apart from optional items) as required by the
registration form ("Registration Data"); (b) payment information, including, but
not limiting the generality of the foregoing, credit card numbers and expiry
date, banking information for automatic withdrawal from your bank account, or
any other payment information required for payment of fees as expressly agreed
to in writing between you and Renwen Inc. ("Payment Information"); and (c) you
will maintain and promptly update the Registration Data and Payment Information
to keep it true, accurate, current and complete at all times. If you provide any
information that is false, inaccurate, out of date, or incomplete, or Renwen
Inc. has reasonable grounds to suspect that such information is false,
inaccurate, not current, or incomplete, Renwen Inc. has the right in its sole
discretion to (in addition to any other rights it may have at law or by
statute): (a) refuse you any and all current or future use of Renwen Inc.'s Site
or Service (or any portion thereof); (b) terminate your registration and Account
immediately without any notice to you; and (c) charge the User the Account
Termination Charge. All registrations become the exclusive property of Renwen
Inc.. Renwen Inc. reserves the right to use and reuse all registration and other
personally identifiable user information in accordance with these Terms of Use
and the Privacy Policy.
2.2 Membership Restriction. Renwen Inc. restricts the
use of its Site and Services to Users of eighteen (18) years of age and older
who may legally enter into and form contracts.
2.3 Privacy. Renwen Inc. will use
commercially reasonable efforts to ensure that it and all of its directors,
officers, employees, agents, contractors and others acting on its behalf comply
in all respects with the Privacy Policy as in force from time to time.
Notwithstanding the foregoing, you agree that Renwen Inc. will have no liability
to you or any person claiming through you with respect to any negligent or
innocent breach of the Renwen Inc. Privacy Policy. Renwen Inc. reserves the
right at all times to disclose any information as Renwen Inc. deems necessary to
satisfy any applicable law, regulation, legal process or governmental request,
in Renwen Inc.'s sole discretion.
2.4 Security of Communications. You
acknowledge that any unprotected email or other communication (including your
actions or communications related to any interactive Services and including any
applications, registrations, or completion of on-line forms) over the Internet
is not secure and confidential, is subject to possible interception or loss, and
is also subject to possible alteration. You accept sole responsibility for the
security and confidentiality of all electronic communications between you and
Renwen Inc.. Renwen Inc. is not responsible for and will not be liable to you or
any one else for any damages in connection with any communication sent by you to
Renwen Inc. or any communication sent by Renwen Inc. to you at your request.
2.5 Passwords and Member Privileges. Once your Account is created, you will either
be prompted to, or you will receive a login and password. You are responsible
for maintaining the confidentiality of the login and password, and are fully
responsible for all activities that occur under your login, password and
Account. You agree to (a) immediately notify Renwen Inc. of any unauthorized use
of your password or Account or any other breach of security, and (b) ensure that
you exit from your Account at the end of each session. Renwen Inc. will not be
liable for any loss or damage arising from your failure to comply with these
requirements. In particular, and without limiting the generality of the
foregoing, Renwen Inc. will not be liable for any loss that you may incur as a
result of someone else using your password or Account, either with or without
your knowledge. However, you could be held liable for losses incurred by Renwen
Inc. or another party due to someone else using your password or Account. You
may not use anyone else's Account at any time, whether you do or do not have the
permission of the Account holder.
2.6 Payment for Services. Services on the Site
are offered to you conditioned on the registration and set-up of your Account,
Acceptance of the Terms of Use and timely payment of fees associated with the
use of Renwen Inc.'s Services. Accordingly, you represent and warrant that all
information that you submit is true and accurate, including, without limitation,
your Payment Information and you agree to pay all fees you incur on your Account
using one the payment methods set out in section 2.1 herein, or any other method
of payment consented to in writing by Renwen Inc., in currency of the United
States of America in accordance with the Fee Schedule plus all applicable taxes.
You acknowledge that Renwen Inc. can modify and/or amend the fees described in
the Fee Schedule, and such amendment and/or modifications to the fees in the Fee
Schedule become binding upon you on the first day following the end of your
billing cycle. For example, if the fees are amended or modified on Day 1 and
your billing cycle ends on Day 5, the new fees for Renwen Inc.'s Service will
apply to you as of Day 5+1 (i.e. Day 6). The User shall accept the modification
and/or amendment to fees in accordance with section 1.2 hereof (Acceptance of
the Terms of Use) forthwith upon notice of changes to the Fee Schedule.
2.7 Transfer of Account. Subject to Renwen Inc.'s express written consent, each
separate legal entity, which includes, but are not limited to, subsidiaries and
affiliates ("Separate Entity") of the User, who require the use of Renwen Inc.'s
Services, are required to: (a) register with Renwen Inc.; (b) accept the Terms
of Use pursuant to section 1.2 herein; and (c) obtain a separate login and
password and set-up an Account, in accordance with the Terms of Use set forth
herein. You may not transfer or make available your login or password and/or
Account name to any Separate Entities. Any distribution by you of your login,
password or Account name is a breach of the Terms of Use, and in addition to all
other legal consequences may result in closure of your Account without refund,
and, in addition, charges based on unauthorized use.
2.8 Termination of Account.
You may terminate your account with Virtman at any time for any reason by
following the procedures set out on Renwen Inc.'s Site. You will be charged the
Account Termination Charge. Virtman, in its sole discretion, has the right, and
you acknowledge Renwen Inc.'s right, to cancel your Account, deny you access to
the Site and our Services, remove all of your Account information without notice
to you and charge you the Account Termination Charge. You further agree that
Renwen Inc. will not be liable to any third party for the termination and or
revocation of your Account and/or access to our Service.
2.9 Property Upon
Termination. If Renwen Inc. terminates your Account as a result of non-payment
of Renwen Inc.'s fees for services that have been incurred and billed ("Incurred
and Billed Fees"), the data and information that is stored in Renwen Inc.'s
database(s) in connection with the provision of Services by Renwen Inc. to you
("User's Data"), becomes the property of Renwen Inc. with all associated legal
rights therein, including, but not limited to, copyright, trademark, or any
other proprietary right. Renwen Inc. will retain and keep possession of the
User's Data in accordance with this section. Notwithstanding any of the
foregoing, if you pay all Incurred and Billed Fees, plus applicable interest as
set out in the Fee Schedule, as well as all applicable Account Termination
Charges, the legal rights in the User's Data will vest in the User immediately
and the User will have access to the User's Data. You acknowledge and covenant
that Renwen Inc. will not be held liable in any way for any loss, damage,
deletion, failure to store, or corruption of any kind whatsoever to the User's
Data while it is the property and/or in the possession of Renwen Inc..
3. Use of Site
3.1 Use. The use of the Site is for the intended purposes set out in the
Terms of Use herein. You may not modify, copy, distribute, transmit, display,
perform, reproduce, publish, license, create derivative works from, transfer, or
sell any information, software, products, "look and feel", or services obtained
from the Site. You agree that you will not offer for sale or resale through the
provision of our Services any product which (a) violates any applicable laws,
(b) are prohibited in accordance with these Terms of Use, and specifically in
accordance with section 3.3 hereof, and (c) you do not have nor have yet
acquired the legal right to.
3.2 No Unlawful or Prohibited Use. As a condition
of your use of the Site, you will not use the Site for any purpose that is
unlawful or prohibited by these terms, conditions, and notices. Without limiting
the generality of the foregoing, and in addition to the specific prohibitions in
section 3.3 hereof, you may not use the Site in any manner that could damage,
disable, overburden, or impair the Site or any Content or Service (or the
network(s) connected to the Site) or interfere with any other party's use and
enjoyment of any part of the Site or any Content or Service. You may not attempt
to gain unauthorized access to the Site or any Content or Service, other
accounts, computer systems or networks connected to the Site, through hacking,
password mining or any other means. You may not obtain or attempt to obtain any
materials or information through any means not intentionally made available
through the Site.
3.3 Prohibited Conduct. Without limiting the generality of any
other prohibition or restriction contained herein, you agree that you will not
use the Site to:
3.3.1 Upload, post, email, otherwise transmit, or post links to
any Content, or select any member or user name or email address, that is
unlawful, harmful, threatening, abusive, harassing, tortious, defamatory,
vulgar, libelous, invasive of privacy or publicity rights, hateful, or racially,
ethnically or otherwise objectionable.
3.3.2 Upload, post, email, otherwise
transmit, or post to any Content that promotes illegal activity, including
without limitation the provision of instructions for illegal activity.
3.3.3
Upload, post, email, otherwise transmit, or post links to any Content that
exploits the images of children under 18 years of age, or images of persons
appearing to be under 18 years of age, or that discloses personally identifying
information belonging to children under 18 years of age. Section 3.3.3 also
applies to content that exploits images of children of an age that would be a
criminal offence by the laws of the particular jurisdiction where the Content is
uploaded, posted, emailed, or otherwise transmitted.
3.3.4 Harm children under
the age of 18 or children of an age that would be a criminal offence by the laws
of the particular jurisdiction.
3.3.5 Make any sexual request on behalf of a
minor or make any sexual request of a minor.
3.3.6 "Stalk" or otherwise harass
another.
3.3.7 Upload, post, email, otherwise transmit, or post links to any
Content that discloses any personally identifiable information of any User of
Renwen Inc.'s Services.
3.3.8 Collect or store personally identifying
information of Users of Renwen Inc.'s Site and Services for commercial or
unlawful purposes. This does not include the collection or storing, for
commercial purposes, of personally identifying information of users or clients
of your services which are ultimately stored on Renwen Inc.'s database(s) as
part of the services Renwen Inc. provides to you.
3.3.9 Impersonate any person
or entity, including, but not limited to, a Renwen Inc. official, employee,
forum leader, guide, teacher or host, or falsely state or otherwise misrepresent
your affiliation with a person or entity.
3.3.10 Employ misleading email
addresses or falsify information in the header, footer, return path, or any part
of any communication, including emails, transmitted through the Site.
3.3.11
Upload, post, email, otherwise transmit, or post links to any Content that you
do not have a right to transmit under any law or regulation or under contractual
or fiduciary relationships (such as inside information, or proprietary and
confidential information learned or disclosed as part of employment
relationships or under nondisclosure agreements).
3.3.12 Upload, post, email, or
otherwise transmit, or post links to any Content that facilitates hacking.
3.3.13 Upload, post, email, otherwise transmit, or post links to any Content
that infringes any patent, trademark, service mark, trade secret, copyright or
other proprietary rights ("Rights") of any party, or contributing to inducing or
facilitating such infringement. This prohibition shall include, without
limitation, the following forms of software piracy:
3.3.13.1 Making available
copyrighted software or other Content that has had the copyright protection
removed.
3.3.13.2 Making available serial numbers for software that can be used
to illegally validate or register software.
3.3.13.3 Making available tools that
can be used for no purpose other than for "cracking" software or other
copyrighted Content.
3.3.13.4 Making available any software files for which the
user does not own the copyright or have the legal right to make available.
3.3.14 Upload, post, email, otherwise transmit, or post links to any unsolicited
or unauthorized advertising, promotional materials, "junk mail," "spam," "chain
letters," "pyramid schemes," or any other form of solicitation, except in those
areas that are designated for such purpose.
3.3.15 Upload, post, email,
otherwise transmit, or post links to any material that contains software
viruses, worms, trojan horses, time bombs, trap doors or any other computer
code, files or programs or repetitive requests for information designed to
interrupt, destroy or limit the functionality of any computer software or
hardware or telecommunications equipment or to diminish the quality of,
interfere with the performance of, or impair the functionality of the Site, the
Content, or the Services.
3.3.16 Use automated means, including spiders, robots,
crawlers, or the like to download data from the Site.
3.3.17 Conduct your own
contests and promotions on Renwen Inc.'s Site. This does not include conducting
contests and promotions on your own web site, storefront or through your
auctions with respect to your users and/or customers, including, your users
and/or customers that are stored in Renwen Inc.'s database(s).
3.3.18 Upload,
post, email, otherwise transmit, or post links to any Content regarding any
raffle, contest or game requiring a fee by participants on Renwen Inc.'s Site.
This does not include uploading, posting, emailing, otherwise transmitting, or
posting links to your users and/or customers to any content regarding any
raffle, contest or game requiring a fee by participants that belongs to you and
is stored in Renwen Inc.'s database(s).
3.3.19 Modify, publish, transmit,
transfer or sell, reproduce, create derivative works from, distribute, perform,
link, display or in any way exploit any Content, including, without limitation,
by incorporating Content into any e-mail or "white pages" products or services,
whether browser-based, based on proprietary client-site applications, web-based,
or otherwise. This subsection does not apply to your content which is stored on
Renwen Inc.'s database(s) as part of the provision of services by Renwen Inc. to
you.
3.3.20 Sell, distribute, or make any commercial use of Content or make any
other use of Content in a manner which could be expected to offend any person
for whom the data is relevant.
3.3.21 Cause a screen to "scroll" faster than
other Users of the Services are able to type, or otherwise act in a manner that
negatively affects other Users' ability to engage in real time exchanges.
3.3.22
Interfere with or disrupt the Site or servers or networks connected to the Site,
or disobey any requirements, procedures, policies or regulations of networks
connected to the Site.
3.3.23 Intentionally or unintentionally violate any
applicable local, provincial, state, national or international law, and any
regulations having the force of law.
3.3.24 Upload, post, email, otherwise
transmit, or post links to any material that is false, misleading, or designed
to manipulate any equity, security, or other market.
3.3.25 Access any Content
or Service after your account or access has been terminated by Renwen Inc..
3.3.26 Fail to complete any transaction after submitting an order to purchase
any goods or services from Renwen Inc., or breach any terms and conditions
governing such transactions.
3.3.27 Purchase any Services that you are
prohibited from purchasing or possessing by any law applicable to you in your
jurisdiction. The responsibility for ensuring compliance with all such laws
shall be the User's alone. By completing the registration for provision of
Services by Renwen Inc., you represent and warrant that you have the legal right
to purchase such services.
3.3.28 Use any software deployed in connection with
the Site to process data as a service to other entities without the express
written consent of Renwen Inc. or the party from whom such software may be
licensed.
3.3.29 Decompile, disassemble, modify, translate, adapt, reverse
engineer, create derivative works from, or sublicense any software deployed in
connection with the Site or Services offered by Renwen Inc..
3.4 Monitoring.
Renwen Inc. has the right (but not the obligation) to monitor your use of the
Site from time to time to ensure compliance with these Terms of Use. You hereby
consent to all such monitoring from time to time, notwithstanding that you will
not have notice thereof at any given time, and notwithstanding that such
monitoring may allow Renwen Inc. to access information with respect to you
and/or your use of the Internet that you would otherwise not choose to share
with others.
3.5 Other Jurisdictions. Content and Services are expressly not
being made available and not offered, and Renwen Inc. hereby expressly denies
you the right to use them, in any jurisdiction in which they are not lawful. It
is your responsibility to be aware of the laws of your province or country or
that otherwise apply to you in relation to any of the matters described in these
pages. If you choose to access the Site from outside of China, you do so on your
own initiative and are responsible for compliance with applicable local,
national or international laws. You may not use or export or re-export the
Content obtained from the Site or any copy or adaptation in violation of any
applicable laws or regulations, including but not limited to the export laws and
regulations of China in force from time to time.
4. Content
4.1 Generally.
Content provided by Renwen Inc. on the Site (including but not limited to
Content contained in the Services) is believed to be accurate and reliable when
placed on the Site, but Renwen Inc. cannot guarantee it is accurate or complete
or current at all times. Content on this Site is for informational purposes only
and is not intended to provide any type of advice and should not be relied upon
in that regard. Where the accuracy, completeness or currency of any information
contained in any Content is important to you, it is your responsibility to
verify it from other sources selected by you and known by you to be reliable.
4.2 Links. Links from or to web sites outside the Site are meant for convenience
only. Renwen Inc. does not review, endorse, approve or control, and is not
responsible for any sites linked from or to the Site, the content of those
sites, the third parties named therein, or their products and services. Linking
to any other site is at your sole risk and Renwen Inc. will not be responsible
or liable for any damages in connection with linking. Links to downloadable
software sites are for convenience only and Renwen Inc. is not responsible or
liable for any difficulties or consequences associated with downloading the
software. Use of any downloaded software is governed by the terms of the license
agreement, if any, which accompanies or is provided with the software.
5. Services
5.1 The Site. Renwen Inc. is not actively involved in the online
publication, distribution and provision of your services and information. The
use of the Renwen Inc. site is solely at your own risk and Renwen Inc. will not
be responsible for any loss or damage to your information and/or data or your
computer hardware or software as a result of material that is downloaded or
obtained from the Renwen Inc. site.
5.2 Exclusion of Liability. Renwen Inc. will
use commercially reasonable efforts to ensure that any Services (whether
provided free or on a fee-for-service basis) are designed and implemented to
operate in accordance with their specifications and accomplish their intended
goals. Notwithstanding the foregoing, under no circumstances will Renwen Inc.
have any liability for any failure of any Service to operate properly or to
accomplish its intended or stated goals or any of them. Without limiting the
generality of the foregoing, you agree that Renwen Inc. has no responsibility or
liability for the deletion, corruption or failure to store any information or
other content maintained or transmitted by or in respect of any Service.
5.3 "As
Is"Basis. Renwen Inc. and the Site act as a marketplace management system
wherein the User is provided with a forum to sell, distribute, market and
publish its products to the general public through virtually any auction site,
storefront or the User's web site. Renwen Inc. is not associated or involved
with the sale, distribution, marketing or publication of the products and,
therefore, does not guarantee, and has no obligation to you or consumers of your
services, with respect to, the accuracy, timeliness, reliability or completeness
of the information, results or analysis you provide. The performance of the Site
and the Services, including, but not limited to, the hosting of your images and
the provision of a marketplace for your products, and all information contained
on, downloaded or accessed by you from this Website are provided by Renwen Inc.
to you on an "As is" basis without warranties of any kind, either express or
implied, warranties of title and implied warranties of merchantability or
fitness for a particular purpose. Renwen Inc. does not warrant or guarantee the
timeliness, sequence, accuracy or completeness of the services, text, graphics,
and links on the Site.
5.4 Confidential Information Limitations. Renwen Inc.
will endeavour to take commercially reasonable measures to ensure that personal
information provided by you in the registration will be used and disclosed only
in accordance with the purpose for which it was provided pursuant to our Privacy
Policy. Renwen Inc. cannot and does not, however, guarantee that the information
submitted by you will not be misappropriated, intercepted, deleted, destroyed or
used by others. You agree not to hold Renwen Inc. liable for any loss or damage
of any sort incurred as a result of any such misappropriation, interception,
deletion, destruction or use of information provided through the site.
5.5 Status of Renwen Inc.. You acknowledge that Renwen Inc. is not a consumer,
client, purchaser or buyer ("Buyer") or prospective Buyer relative to you or
with respect to your use of the Site, and that Renwen Inc. shall not be
responsible for any purchasing decisions, for whatever reason, made by any Buyer
respecting the products which you market, distribute or sell through our Site.
5.6 Use of Services. In addition to any other provisions herein with respect to
use of the Site, you agree that you will use any Service, whether free or
fee-based, solely for its intended purpose and solely in the manner that it is
intended to be used.
6. Intellectual Property and Agency
6.1 Licence to Use.
Renwen Inc. hereby grants to you a limited, non-exclusive, non-transferable
licence only to view the Site and use the Services in compliance with these
Terms of Use. The licence granted herein shall be terminable by Renwen Inc. in
its sole discretion at any time without notice.
6.2 No Resale, Assignment or
Sublicensing. Your rights hereunder are personal to you. You agree not to
resell, assign, sublicense, otherwise transfer, or delegate your rights or
obligations under these Terms of Use, including, but not limited to, reselling,
assigning, sublicensing or otherwise transferring or delegating your rights or
obligations under these Terms of Use or your password and login to Separate
Entities, or make any attempt to do so, without prior express written
authorization by Renwen Inc..
6.3 Trademarks. Certain names, words, titles,
phrases, logos, icons, graphics or designs or other content in the pages of the
Site are trade names or trade-marks owned by Renwen Inc., or trade names or
trade-marks licensed to them. The trade-marks are distinguished from one another
and may (but need not be) accompanied, at first-time use, with the appropriate
trade-mark symbol: ?//*. These symbols are keyed to their respective legend
which describes the owner or licensee of the trade-mark. The display of
trade-marks and trade names on pages at the Site does not imply that a license
of any kind has been granted to anyone else.
6.4 Copyright. The Content is for
your personal use only. The Services provided are restricted to the use set out
in these Terms of Use. Any unauthorized downloading, re-transmission, or other
copying or modification of trade-marks and/or the contents of the Site,
including, but not limited to, the database(s), any and all software programs
and modules on the Site written and developed by Renwen Inc., including the
marketplace management system and all related software programs thereof
available to the User for a fee, all source codes and data codes (the
"Programs"), may be a violation of any federal or other law that may apply to
trade-marks and/or copyrights and could subject the copier to legal action. The
Content, Services and Programs are is protected under the copyright laws of
China and other countries. Unless otherwise specified in these Terms of Use or
in writing from Renwen Inc., no one has permission to copy, redistribute,
reproduce, republish, store in any medium, re-transmit, modify or make public or
commercial use of, in any form, the Content, Programs or Services.
6.5 Licence
from User to Renwen Inc.. Renwen Inc. does not claim ownership of the materials,
which include, but are not limited to, images, graphics and any other
information and content you provide to Renwen Inc. or post, upload, input or
submit to any part of the Site for review by the general public, or by the
members of any public or private community, (each a "Submission" and
collectively "Submissions"). However, by posting, uploading, inputting,
providing or submitting (collectively "Posting") your Submission you are
granting Renwen Inc. permission to use your Submission in connection with the
operation of their Internet business and Site, including, without limitation,
the license rights to: copy, distribute, transmit, publicly display, publicly
perform, reproduce, edit, translate and reformat your Submission. No
compensation will be paid with respect to the use of your Submission, as
provided herein. Renwen Inc. is under no obligation to post or use any
Submission you may provide and Renwen Inc. may remove any Submission at any time
in its sole discretion. By Posting a Submission you warrant and represent that
you own or otherwise control all of the rights to your Submission as described
in these Terms of Use including, without limitation, all the rights necessary
for you to provide, post, upload, input or submit the Submissions.
6.6 Agency.
You hereby grant Renwen Inc. the right, and appoint Renwen Inc. as your agent,
during the currency of this agreement, to access and obtain, on your behalf, any
and all information from third party providers of services with which you have
agreements of any kind whatsoever, including, but not limited to, third party
marketplaces, as well as retrieve and post information and materials that are
necessary to provide our Services to you. You hereby permit and allow Renwen
Inc. to use the information obtained and/or retrieved from the third party
providers to accomplish the said goals, and you permit us to communicate, if and
when necessary, with your customers on your behalf. Furthermore, you acknowledge
that our services may or may not provide all the information and functionality
that you could obtain directly from the third party providers. Subject to the
preceding, you acknowledge and agree that no agency, partnership, joint venture,
or any other similar relationship, is intended to be or created by these Terms
of Use.
7. Disclaimer of Warranties and Limited Liability
7.1 Disclaimer of
Warranties. THE SITE, ALL CONTENT, AND ALL SERVICES ARE PROVIDED "AS IS," WITH
NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES,
INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY
DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT
PERMITTED BY LAW, Renwen Inc. DISCLAIMS ANY WARRANTIES FOR THE SECURITY,
RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITE. YOU EXPRESSLY UNDERSTAND
AND AGREE THAT Renwen Inc. DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR
THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR
AVAILABILITY OF CONTENT ON THE SITE. Renwen Inc. DISCLAIMS ANY RESPONSIBILITY
FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY
CONTENT OR SERVICE. Renwen Inc. DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR
ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL
THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR
SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU UNDERSTAND AND AGREE THAT ANY
MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT
YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY
DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF
SUCH MATERIAL.
7.2 Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE
THAT UNDER NO CIRCUMSTANCES SHALL Renwen Inc. BE LIABLE TO ANY USER ON ACCOUNT
OF THAT USER'S USE OR MISUSE OF AND/OR RELIANCE ON THE SITE, ANY CONTENT, OR ANY
SERVICE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES
(EVEN IF Renwen Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH
LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE
OF THE SITE OR ANY PART THEREOF, FROM INABILITY TO USE THE SITE OR ANY PART
THEREOF, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE USE OF THE
SITE OR OF ANY SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).
7.3 Force Majeure. UNDER NO CIRCUMSTANCES SHALL Renwen Inc. BE HELD LIABLE FOR ANY
DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF
NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT
LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION
EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES,
STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF
LABOR OR MATERIALS, FIRES, FLOODS, STORMS, TRAVEL ADVISORIES OR TRAVEL ALERS
ISSUED BY THE WORLD HEALTH ORGANIZATION OR THE CENTRES FOR DISEASE CONTROL,
EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR
FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR
FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.
7.4 Limitation on Amount. In no event will Renwen Inc., its vendors, suppliers
or business partners be liable for any general, special, direct, indirect,
incidental, consequential, punitive or any other damages of any kind, whether in
an action claiming by way of contract, tortious conduct, negligence or any other
theory or cause, arising out of or relating in any way to the Site. Your sole
remedy for dissatisfaction with Renwen Inc. is to stop using the Website. If,
for any reason, the foregoing limitation is found by a court of competent
jurisdiction to be invalid or inapplicable under the circumstances, you agree
that Renwen Inc.'s total liability for all damages, losses, or causes of action
of any kind or nature shall be limited to Three Hundred China Yuan (RMB300.00Yuan).
7.5 Intent of
Limitations. All limitations of the liability of Renwen Inc. contained herein
are intended to be cumulative. In the event that any court of competent
jurisdiction determines that any limitation on the liability of Renwen Inc. is
unlawful or unenforceable in any applicable jurisdiction, you and Renwen Inc.
hereby agree that the limitations of liability of Renwen Inc. hereunder shall,
with respect to such jurisdiction, be deemed to be those limitations that most
fully limit the liability of Renwen Inc. within the laws of that jurisdiction.
7.6 Indemnity. By using the Site you agree to indemnify Renwen Inc. and its
officers, directors, employees, servants and agent and forever hold them
harmless from any and all claims and expenses, including legal fees, arising
from your use of the Site (including for greater certainty your use of any
Content or Services), or your submission of ideas and/or related materials to
Renwen Inc. or from any person's use of any Account or password you maintain,
regardless of whether such use is authorized by you. By using the Site, you are
hereby agreeing to release Renwen Inc. and its officers, directors, employees,
servants and agent from any and all claims, demands, debts, obligations, damages
(actual or consequential), costs, and expenses of any kind or nature whatsoever,
whether known or unknown, suspected or unsuspected, disclosed or undisclosed,
that you may have against them arising out of or in any way related to such
disputes and/or to the use of the Site, Content or Services or to any disputes
regarding use of ideas and/or related materials submitted to Renwen Inc.. YOU
HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES.
8.Disputes
8.1 Proper Law and Jurisdiction. This Agreement shall be governed and
construed in accordance with the laws of China.
8.2 Limitation on Actions.
Notwithstanding any other provision of these Terms of Use, neither you nor
Renwen Inc. may initiate any action or lawsuit based in whole or in part on a)
these Terms of Use, or b) your use or misuse or attempted use of the Site,
unless substantially all of the acts complained of in the action or lawsuit or
giving rise to the claim occurred not longer than six months prior to the date
the action or lawsuit was commenced.
8.3 Additional Remedies of Renwen Inc.. In
addition to any other remedy Renwen Inc. may have for any breach by you of the
provisions of this Terms of Use, Renwen Inc. may in its sole discretion
terminate your access to all or any part of the Site, Content or Services and
charge you the Account Termination Charge, without notice, and shall have no
liability to you in the event that it does so.
<
9. General
9.1 Time of Essence.
Time shall in all respects be of the essence of this Terms of Use.
9.2 Schedules. All schedules annexed or to be annexed to the Terms of Use shall have
the same force and effect as if the information contained therein was included
in the body of these Terms of Use.
9.3 Headings. Any heading, subheading or
marginal note contained in the Terms of Use and the table of contents, if any,
preceding the Terms of Use are inserted for convenience and for reference only
and in no way define, limit or describe the scope or intent of the Terms of Use
or form part of the Terms of Use.
9.4 Plural. Any singular number includes the
plural and vice versa.
9.5 Notice. Renwen Inc. will provide notice to you by
email to the email address supplied by you in your Account information ("Email
Address"). Notice will be effective on the day that it is sent to your Email
Address. |