PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. This Terms of Use Agreement (the "Agreement") describes the terms and conditions applicable to your use of the gtexgs web site which is identified by the uniform resource locator www.texindex.com (the"Site"). This Agreement is entered into between you as the user of the Site (the" User") and YesHiTech (Shanghai) Inc. ("Texindex"). Application of and Acceptance of Terms and Conditions. 1.1 For purposes of this Agreement, a "User" is any person who accesses the Site for whatever purpose, regardless of whether said User has registered with gtexgs as a registered User or whether said User is a paying customer for a specific service provided by gtexgs.com. A User includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority. 1.2 By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Site and any further upgrade, modification, addition or change to this Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site. 1.3 This Agreement applies to each Premium Service (as defined below) in addition to any terms and conditions that may be applicable to such specific Premium Service provided, however, that (a) in the event of any conflict or inconsistency between any provision of the terms and conditions that may be applicable to such Premium Service and any provision of this Agreement, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favorable to gtexgs.com and/or its affiliates; and (b) only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of the terms and conditions applicable to such specific Premium Service shall prevail. 1.4 gtexgs.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. This Agreement was last amended on January 18, 2005. Posting by gtexgs 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 gtexgs.com. 2. Premium Services. 2.2 gtexgs reserves the right to deny Premium Services to any User for whatever reason in order to protect the interests of gtexgs.com. 3. Users Generally. 3.2 Some of the gtexgs.com Content displayed on this Site is provided or posted by third parties ("Third Party Content"). Neither gtexgs.com nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of our display of the Third Party Content on the Site. Any Third Party Content is the sole responsibility of the party who provided the content. gtexgs.com 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, gtexgs is not responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct. 3.3 gtexgs.com 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 gtexgs.com has no control over such third party's web site, does not monitor such sites, and gtexgs.com shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such a website. 3.4 Messages or information sent by a User through communication systems provided by the Site, or through emails, fax or letters to addressees obtained from the Site, shall not contain any of the materials described in the provisions of Section 5.5 below. 3.5 gtexgs.com 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 gtexgs.com be liable to the User or any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise), any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Site or any of its features. 3.6 No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by gtexgs.com and/or any other User and no User shall attempt to gain unauthorized access to such computer systems or networks. 3.7 We urge that you read gtexgs.com's Privacy Policy which governs the protection and use of each User's information in gtexgs.com's possession. Each User hereby accepts the Privacy Policy and any updates and amendments thereto. Each User acknowledges that gtexgs.com may change the Privacy Policy from time to time provided that gtexgs.com 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. 4. Registered Users 4.2 gtexgs.com may assign a web-based email account with limited storage space for the User to send or receive email (the "Email Account"). The User shall be responsible for all users and the content of all the messages communicated through the Email Account, as well as the consequences of any such message. 4.3 If the Registered User is a business entity, you represent that (a) you have the authority to bind the entity to this Agreement; (b) the address you use when registering is the principal place of business of such business entity; and (c) all other information submitted to gtexgs.com during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office. 4.4 By becoming a Registered User, you consent to the inclusion of your personal data in our Global Buyer Database and authorize gtexgs.com to share such information with other Users. 4.5 gtexgs.com 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 gtexgs.com's determination, there is any breach of the provisions of this Agreement by the Registered User; or (b) gtexgs.com has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or (c) gtexgs believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, gtexgs.com's other Users, or gtexgs.com or its affiliates. 4.6 The Registered User shall not use the Email Account for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or any kind or nature. Further, the Registered User shall not use the Email Account to publish, distribute, transmit or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence. 4.7 A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, User ID or Password to a third party without the prior written consent of gtexgs.com. gtexgs.com may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section. 4.8 Notwithstanding Section 4.1 above, gtexgs.com may refuse registration and deny the issuance of an Account and/or Email Account and associated User ID and Password to any User for whatever reason. 5. Users Who Post Information on gtexgs.com 5.2 No sales agency relationship is created between any User and gtexgs.com, our affiliates, directors, officers or employees by virtue of gtexgs.com's display of any of the User's information on the Site. 5.3 Each User hereby represents, warrants and agrees to (a) provide gtexgs.com 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 gtexgs.com 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. 5.4 Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark trade secret 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 gtexgs.com or authorizes gtexgs.com 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 gtexgs.com or authorizes gtexgs.com 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 and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights. 5.5 Each User hereby represents, warrants and agrees that information submitted to gtexgs.com for display on the Site shall not: 5.6 gtexgs reserves the right in its sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, could subject gtexgs.com to liability, violates this Agreement or is otherwise found inappropriate in gtexgs.com's opinion. gtexgs.com 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. Furthermore, gtexgs.com 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 gtexgs.com shall not be liable for damages or results thereof and User agrees not to bring any action or claim against gtexgs.com for such disclosure. In connection with any of the foregoing, gtexgs.com may suspend or terminate the Account of any User as gtexgs.com deems appropriate in its sole discretion. User agrees that gtexgs.com shall have no liability to User, including no liability for consequential or any other damages, in the event gtexgs.com takes any of the actions mentioned in this Section, and that User agrees to bear the risk that gtexgs.com may take such actions. 6. Transactions between Buyers and Suppliers 6.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretenses. gtexgs.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, gtexgs.com cannot and does not confirm each User's purported identity (including, without limitation, VIP Members and China Exporters). We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing. 6.3 Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions, 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 products or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, mis-representation 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 mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, 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 Risks.". Each User agrees that gtexgs shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks. 6.4 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. 6.5 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify gtexgs (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. 7. Limitation of Liability 7.2 gtexgs 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. gtexgs DOES NOT REPRESENT OR WARRANTY THAT THE MANUFACTURE, IMPORTATION, 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 gtexgs MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE gtexgs.COM SITE. 7.3 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 may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from gtexgs.com or through or from the Site shall create any warranty not expressly stated herein. 7.4 Under no circumstances shall gtexgs.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. 7.5 Each User hereby agrees to indemnify and save gtexgs.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 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 gtexgs.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 User's breach of any representations and warranties made by User to gtexgs.com, including but not limited to those set forth in Sections 5.3, 5.4 and 5.5 above. Each User hereby further agrees to indemnify and save gtexgs.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, 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 gtexgs.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 User. gtexgs.com 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 gtexgs.com in asserting any available defenses. 7.6 gtexgs.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; 8. Intellectual Property Rights 8.2 "TEXINDEX", "TEXINDEX.COM" and related icons and logos are registered trademarks or trademarks or service marks of gtexgs.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. 9. Notices 9.2 All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to gtexgs.com, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when gtexgs.com is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or immediately upon gtexgs.com's posting such notice on an area of the Site that is publicly accessible without charge. 10. General 10.2 gtexgs.com 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. 10.3 If any provision herein is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. 10.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. 10.5 gtexgs.com's failure to enforce any right or failure to act with respect to any breach by a User under these terms and conditions will not waive that right nor waives gtexgs's right to act with respect with subsequent or similar breaches. 10.6 gtexgs.com shall have the right to assign its obligations and duties in this Agreement and in any agreement relating to Premium Services to any person or entity. 10.7 This Agreement shall be governed by the laws of the People's Republic of China without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Shanghai. |