1. Application and Acceptance of the Terms
1.1 Your use of the Sites and manufacturer.lighting's services, software and products (collectively the as the "Services" hereinafter) is subject to the terms and conditions contained in this document. By accessing the Sites or using the Services, you agree to accept and be bound by the Terms. Please do not use the Services or the Sites if you do not accept all of the Terms.
1.2 You acknowledge and agree that manufacturer.lighting may amend any Terms at any time by posting the relevant amended and restated Terms on the Sites. By continuing to use the Services or the Sites, you agree that the amended Terms will apply to you.
2. Provision of Services
2.1 You must register as a member on the Sites in order to access and use some Services. Further, manufacturer.lighting reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that manufacturer.lighting may impose in our discretion.
2.2 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. manufacturer.lighting may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.3 manufacturer.lighting may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
3. Member Accounts
3.1 User must be registered on the Sites to access or use some Services (a registered User is also referred to as a "Member" below). Except with manufacturer.lighting's approval, one User may only register one member account on the Sites. manufacturer.lighting may cancel or terminate a User's member account if manufacturer.lighting has reasons to suspect that the User has concurrently registered or controlled two or more member accounts. Further, manufacturer.lighting may reject User's application for registration for any reason.
3.2 Upon registration on the Sites, manufacturer.lighting shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User. An account may have a web-based email account with limited storage space for the Member to send or receive emails.
3.3 A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password by another person outside of the Member's own business entity. Member agrees to notify manufacturer.lighting immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
3.4 Member agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member.
3.5 Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to manufacturer.lighting or other Users of the Sites.
4. Member's Responsibilities
4.1 Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the Sites and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
4.2 Member will be required to provide information or material about your entity, business or products/services as part of the registration process on the Sites or your use of any Service or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
4.4 Each Member represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party ("Third Party Rights"); and (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights.
4.5 Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall be true, accurate, complete and lawful.
4.6 Each Member further represents, warrants and agrees that you shall conduct your business transactions with other users of the Sites in good faith;
4.7 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
5. Breaches by Members
5.1 manufacturer.lighting reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Sites which we reasonably believe is unlawful, violates the Terms, could subject manufacturer.lighting or our affiliates to liability, or is otherwise found inappropriate in manufacturer.lighting's opinion.
5.2 If any Member breaches any Terms or if manufacturer.lighting has reasonable grounds to believe that any Member is in breach of any the Terms, manufacturer.lighting shall have the right to impose a penalty against the Member, or suspend or terminate the Member's account or subscription of any Service without any liability to the Member. manufacturer.lighting shall also have the right to restrict, refuse or ban any and all current or future use of any other Service that may be provided by manufacturer.lighting. The penalties that manufacturer.lighting may impose include, among others, warning, removing any product listing or other User Content that the Member has submitted, posted or displayed, imposing restrictions on the number of product listings that the Member may post or display, or imposing restrictions on the Member's use of any features or functions of any Service for such period as manufacturer.lighting may consider appropriate in our sole discretion.
5.3 Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
a) upon complaint or claim from any third party, manufacturer.lighting has reasonable grounds to believe that such Member has willfully or materially failed to perform your contract with such third party including without limitation where the Member has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items Member has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,
b) manufacturer.lighting has reasonable grounds to suspect that such Member has used a stolen credit card or other false or misleading information in any transaction with a counter party,
c) manufacturer.lighting has reasonable grounds to suspect that any information provided by the Member is not current or complete or is untrue, inaccurate, or misleading, or
d) manufacturer.lighting believes that the Member's actions may cause financial loss or legal liability to manufacturer.lighting or our affiliates or any other Users.
5.4 manufacturer.lighting 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.lighting 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. manufacturer.lighting shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against manufacturer.lighting for such disclosure.
5.5 If a Member is in breach of the Terms, manufacturer.lighting also reserves the right to publish the records of such breach on the Sites. If such breach involves or is reasonably suspected of involving dishonest or fraudulent activities, manufacturer.lighting also reserves the right to disclose the records of such breach to our affiliates including without limitation Taobao, Alipay, China Yahoo!, etc. Such manufacturer.lighting affiliates may impose limitation on, suspend or terminate the Member's use of all or part of the services provided by such affiliates to the Member, take other remedial actions, and publish the records about the Member's breach of the Terms on the websites operated by or controlled by such manufacturer.lighting affiliates.
5.6 manufacturer.lighting may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member's use of any Service or the Sites without being liable to the Member if manufacturer.lighting has received notice that the Member is in breach of any agreement or undertaking with any affiliate of manufacturer.lighting including without limitation Taobao, Alipay, China Yahoo! and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. manufacturer.lighting shall have the right to publish the records of such breach on the Sites. manufacturer.lighting shall not be required to investigate such breach or request confirmation from the Member.
5.7 Each Member agrees to indemnify manufacturer.lighting, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Sites or Services, or from your breach of the Terms.
5.8 Each Member further agrees that manufacturer.lighting is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over the Sites, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. manufacturer.lighting reserves the right, at our 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 manufacturer.lighting in asserting any available defenses.
6. Transactions Between Buyers and Sellers
6.1 Through the Sites, manufacturer.lighting provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. manufacturer.lighting additionally provides electronic web-based transaction platforms for Members to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites subject to the terms of the manufacturer.lighting Transaction Services Agreement. However, for any Services, manufacturer.lighting does not represent either the seller or the buyer in specific transactions. manufacturer.lighting does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Sites or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
6.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretences. manufacturer.lighting uses several techniques to verify the accuracy of certain information our paying Users provide us when they register for a paying membership service on the Sites. However, because user verification on the Internet is difficult, manufacturer.lighting cannot and does not confirm each User's purported identity (including, without limitation, paying Members). We encourage you to use various means, 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 conducting any purchase and sale transactions in connection with using the Sites or Services, 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 Sites.
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 Sites or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
6.5 User agrees to provide all information and materials as may be reasonably required by manufacturer.lighting in connection with your transactions conducted on, through or as a result of use of the Sites or Services. manufacturer.lighting has the right to suspend or terminate any User's account if the User fails to provide the required information and materials.
6.6 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify manufacturer.lighting (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
7.1 To the maximum extent permitted by law, the services provided by manufacturer.lighting on or through the sites are provided "as is", "as available" and "with all faults", and 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, and undertakings are hereby excluded.
7.2 To the maximum extent permitted by law, manufacturer.lighting makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through the sites; manufacturer.lighting does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the sites does not violate any third party rights; and manufacturer.lighting makes no representations or warranties of any kind concerning any product or service offered or displayed on the sites.
7.3 Any material downloaded or otherwise obtained through the Sites is done at each User's sole discretion and risk and each User is solely responsible for any damage to manufacturer.lighting's 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.lighting or through or from the Sites shall create any warranty not expressly stated herein.
7.4 The Sites may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall manufacturer.lighting and our affiliates be held liable for any such services or products.
7.5 Each User hereby agrees to indemnify and save manufacturer.lighting, our 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 Sites or Services (including but not limited to the display of such User's information on the Sites) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save manufacturer.lighting, our affiliates, directors, officers and employees harmless, from any and all losses, damages, 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 manufacturer.lighting, including but not limited to those set forth in Section 5 hereunder.
7.6 Each User hereby further agrees to indemnify and save manufacturer.lighting, our affiliates, directors, officers and employees harmless, from any and all losses, damages, 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 Sites. Each User hereby further agrees that manufacturer.lighting is not responsible and shall have no liability to you, 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. manufacturer.lighting reserves the right, at our 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 manufacturer.lighting in asserting any available defenses.
7.7 manufacturer.lighting 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, equity or otherwise or any other damages resulting from any of the following.
a) the use or the inability to use the Sites or Services;
b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Sites;
c) violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights; or 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;
d) unauthorized access by third parties to data or private information of any User;
e) statements or conduct of any User of the Sites; or;
f) any matters relating to Services however arising, including negligence.
7.8 Notwithstanding any of the foregoing provisions, the aggregate liability of manufacturer.lighting, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Sites or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to manufacturer.lighting or our affiliates during the calendar year and (b) the maximum amount permitted in the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Sites or Services must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Term of Use..
7.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not manufacturer.lighting has been advised of or should have been aware of the possibility of any such losses arising.
8. Force Majeure
Under no circumstances shall manufacturer.lighting be held liable for any delay or failure or disruption of the content or services delivered through the Sites resulting directly or indirectly from acts of nature, forces or causes beyond our 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.
9. Intellectual Property Rights
9.1 manufacturer.lighting is the sole owner or lawful licensee of all the rights and interests in the Sites and the Site Content. The Sites and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Sites and Site Content shall remain with manufacturer.lighting, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by manufacturer.lighting are hereby reserved.
9.2 "manufacturer.lighting" and related icons and logos are registered trademarks or trademarks or service marks of manufacturer.lighting. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
9.3 manufacturer.lighting may have independent third parties involved in the provision of the Services (e.g., , the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
10. General Provisions
10.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and manufacturer.lighting with respect to and govern your use of the Sites and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
10.2 manufacturer.lighting and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
10.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and 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 manufacturer.lighting's failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of manufacturer.lighting's right to act with respect to subsequent or similar breaches.
10.6 manufacturer.lighting shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of manufacturer.lighting). You may not assign, in whole or part, the Terms to any person or entity.