Manufacturer.Com Terms of Use Agreement

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 Manufacturer web site which is identified by the uniform resource locator www.manufacturer.com (the "Site"). This Agreement is entered into between you as the user of the Site (the "User") and Manufacturer.com E-Commerce Corp. ("Manufacturer").
  1. 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 such User has registered with Manufacturer as a registered user or whether such User is a paying customer for a specific service provided by Manufacturer. 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 Manufacturer and/or its affiliates;
    (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 Manufacturer 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 Manufacturer 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 Manufacturer.

     
  2. Premium Services
    2.1 Access to the Site and certain of its features are provided to all Users free of charge. However, Manufacturer reserves the right, without prior notice, to restrict access to certain areas or features of the Site ("Premium Services") to paying Users or Users who undergo a specific registration process. Access to and use of these Premium Services are governed by additional terms and conditions under separate agreements in addition to this Agreement.
    2.2 Manufacturer reserves the right to deny Premium Services to any User for whatever reason in order to protect Manufacturer's interests.

     
  3. Users Generally.
    3.1 Users may use this Site solely for their own personal or internal purposes. Each User agrees that it shall not copy, reproduce or download any information, text, images, directories, files, databases or listings available on or through the Site (the "Manufacturer Content") for the purpose of re-selling or re-distributing the Manufacturer Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with Manufacturer, or otherwise commercially exploiting the Manufacturer Content. Systematic retrieval of Manufacturer Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Manufacturer is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
    3.2 Some of the Manufacturer Content displayed on this Site is provided or posted by third parties ("Third Party Content"). Neither Manufacturer nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of Manufacturer's display of the Third Party Content on the Site. Any Third Party Content is the sole responsibility of the party who provided the content. Manufacturer 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, Manufacturer 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 Manufacturer 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 Manufacturer has no control over such third party's web site, does not monitor such sites, and Manufacturer shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such web site.
    3.4 Messages or information sent by a User 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 Manufacturer 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 Manufacturer 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 Manufacturer 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 Manufacturer's Privacy Policy which governs the protection and use of each User's information in Manufacturer's possession. Each User hereby accepts the Privacy Policy and any updates and amendments too. Each User acknowledges that Manufacturer may change the Privacy Policy from time to time provided that Manufacturer 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
    4.1 Each User who has filled out an on-line registration form on the Site by giving its information (such as email address, details of its business, etc.) is a registered user of Manufacturer (a "Registered User"). Manufacturer will establish an account ("Account") for each Registered User and each Registered User Is assigned a user alias ("User ID") and password ("Password") for log-in access to its own Account.
    4.2 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 Manufacturer 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.
    4.3 Manufacturer may suspend or terminate a Registered User's 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 Manufacturer's determination, there is any breach of the provisions of this Agreement by the Registered User; or (b) Manufacturer has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or (c) Manufacturer believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, Manufacturer's other Users, or Manufacturer or its affiliates.
    4.4 Notwithstanding Section 4.1 above, Manufacturer may refuse registration and deny the issuance of an Account and associated User ID and Password to any User for whatever reason.

     
  5. Users Who Post Information on Manufacturer
    5.1 No sales agency relationship is created between any User and Manufacturer, our affiliates, directors, officers or employees by virtue of Manufacturer's display of any of the User's information on the Site.
    5.2 Each User hereby represents, warrants and agrees to (a) provide Manufacturer 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 Manufacturer 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.
    5.3 Each User hereby 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 Manufacturer or authorizes Manufacturer to display, or the products represented thereby, do 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.
    5.4 Each User hereby represents, warrants and agrees that information submitted to Manufacturer for display on 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 Users of the Site or for any other unlawful purpose;
    (c) relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy;
    (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) be defamatory, libelous, unlawfully threatening or unlawfully harassing;
    (f) be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
    (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) solicit business from any Users in connection with a commercial activity that competes with Manufacturer;
    (j) contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
    (k) link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement; or
    (l) otherwise create any liability for Manufacturer or its affiliates.
    5.5 Manufacturer reserves the right in it sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, could subject Manufacturer to liability, violates this Agreement or is otherwise found inappropriate in Manufacturer's opinion. Manufacturer 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, Manufacturer 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 Manufacturer shall not be liable for damages or results thereof and User agrees not to bring any action or claim against Manufacturer for such disclosure. In connection with any of the foregoing, Manufacturer may suspend or terminate the Account of any User as Manufacturer deems appropriate in its sole discretion.

     
  6. Limitation of Liability
    6.1 THE FEATURES AND SERVICES ON THE MANUFACTURER SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND MANUFACTURER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
    6.2 MANUFACTURER MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENT NESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE.
    6.3 Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Manufacturer or through or from the Site shall create any warranty not expressly stated herein.

     
  7. Intellectual Property Rights
    7.1 Manufacturer is the sole owner or lawful license of all the rights to the Site and the Manufacturer Content. The Site and Manufacturer 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 Manufacturer Content shall remain with Manufacturer, its affiliates or licensors of the Manufacturer Content, as the case may be. All rights not otherwise claimed under this Agreement or by Manufacturer are hereby reserved.
    7.2 "Manufacturer", "Manufacturer.COM," and related icons and logos are registered trademarks or trademarks or service marks of Manufacturer.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 forbidden.

     
  8. Notices
    8.2 All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or e-mail to the last-known correspondence, fax or e-mail address provided by the User to Manufacturer, 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 (a) Manufacturer is able to demonstrate that communication, in electronic form, has been sent to such User, or  immediately upon Manufacturer's posting such notice on an area of the Site that is publicly accessible without charge.

     
  9. General
    9.1 Subject to any additional agreements relating to Premium Services, this Agreement and the Privacy Policy constitute the entire agreement between the User and Manufacturer 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.
    9.2 Manufacturer 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.
    9.3 If any provision herein is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
    9.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
    9.5 Manufacturer'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 Manufacturer's right to act with respect with subsequent or similar breaches.
    9.6 Manufacturer 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.
    9.7 This Agreement shall be governed by the laws 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 China.