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 Texinfo web site which is identified by the uniform
resource locator www.texinfo.com (the" Site "). This Agreement is entered into between
you as the user of the Site (the" User ") and Texinfo.com (" Texinfo ").
• 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 Texinfo
as a registered User or whether said User is a paying customer for a specific service
provided by Texinfo.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 Texinfo.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 Texinfo.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 Jun 18, 2006. Posting
by Texinfo 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 Texinfo.com.
• Premium Services.
2.1 Access to the Site and certain of its features are provided to all Users free
of charge. However, Texinfo.com 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 Texinfo reserves the right to deny Premium Services to any User for whatever
reason in order to protect the interests of Texinfo.com.
• 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, video clips, directories, files, databases or listings available on
or through the Site (the "Texinfo Content") for the purpose of re-selling or re-distributing
the Texinfo.com Content, mass mailing (via emails, wireless text messages, physical
mail or otherwise), operating a business that competes with Texinfo.com, or otherwise
commercially exploiting the Texinfo.com Content. Systematic retrieval of Texinfo.com
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 Texinfo.com 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 Texinfo.com Content displayed on this Site is provided or posted
by third parties ("Third Party Content"). Texinfo.com is not the author of third-party
content, whether contributed by anonymous users or paid content providers. Neither
Texinfo.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. Texinfo.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, Texinfo 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 Texinfo.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 Texinfo.com has no control over such third party's web site, does not monitor
such sites, and Texinfo.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 Texinfo.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
Texinfo.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 Texinfo.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 Texinfo.com's Privacy Policy which governs the protection
and use of each User's information in Texinfo.com's possession. Each User hereby
accepts the Privacy Policy and any updates and amendments thereto. Each User acknowledges
that Texinfo.com may change the Privacy Policy from time to time provided that Texinfo.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.
3.8 As a condition of your access to and use of Texinfo.com, you agree that you
will not use the Texinfo.com service to infringe the intellectual property rights
of others in any way. Texinfo.com will in appropriate circumstances terminate the
accounts of members or users who are repeat infringers of the copyrights, or other
intellectual property rights, of others. In addition, Texinfo.com reserves the right
to terminate the account of a user upon any single infringement of the rights of
others in conjunction with use of the Texinfo.com service, or if Texinfo believes
that user conduct is harmful to the interests of Texinfo.com, its affiliates, or
other users, or for any other reason in Texinfo.com's sole discretion, with or without
cause.
• Registered Users
4.1 Each User who has filled out an on-line registration form on the Site by giving
its information (such as name, address, telephone and fax number, email address,
details of its business, etc.) is a registered user of Texinfo.com (a "Registered
User"). Texinfo.com will establish an account ("Account") for each Registered User
and each Registered User will be assigned a user alias ("User ID") and password
("Password") for log-in access to its own Account.
4.2 Texinfo.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 Texinfo.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 Texinfo.com to share such information
with other Users.
4.5 Texinfo.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 Texinfo.com's
determination, there is any breach of the provisions of this Agreement by the Registered
User; or (b) Texinfo.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) Texinfo believes that the Registered User's actions may cause financial loss
or legal liability to such Registered User, Texinfo.com's other Users, or Texinfo.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 Texinfo.com. Texinfo.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, Texinfo.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.
• Users Who Post Information on Texinfo.com
5.1 You must be a Registered User in order to post information on the Site using
the self-help submit and edit tools provided through the Site. Your status as a
Registered User is governed by the provisions of Section 4 above.
5.2 No sales agency relationship is created between any User and Texinfo.com, our
affiliates, directors, officers or employees by virtue of Texinfo.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 Texinfo.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 Texinfo.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 Texinfo.com or authorizes Texinfo.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 Texinfo.com or authorizes Texinfo.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 Texinfo.com for display on the Site shall not:
• 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;
• be part of a scheme to defraud other Users of the Site or for any
other unlawful purpose;
• 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, or any other Third Party Rights;
• violate any applicable law, statute, ordinance or regulation (including
without limitation those governing export control, consumer protection, unfair competition,
anti-discrimination or false advertising);
• be defamatory, libelous, unlawfully threatening or unlawfully harassing;
• 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;
• promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation or age;
• 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;
• solicit business from any Users in connection with a commercial activity
that competes with Texinfo;
• 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;
• link directly or indirectly to or include descriptions of goods or
services that are prohibited under this Agreement; or
• otherwise create any liability for Texinfo.com or its affiliates.
• 5.6 Texinfo reserves the right in its sole discretion to remove any
material displayed on the Site which it reasonably believes is unlawful, could subject
Texinfo.com to liability, violates this Agreement or is otherwise found inappropriate
in Texinfo.com's opinion. Texinfo.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, Texinfo.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 Texinfo.com shall not be liable for damages or results thereof
and User agrees not to bring any action or claim against Texinfo.com for such disclosure.
In connection with any of the foregoing, Texinfo.com may suspend or terminate the
Account of any User as Texinfo.com deems appropriate in its sole discretion. User
agrees that Texinfo.com shall have no liability to User, including no liability
for consequential or any other damages, in the event Texinfo.com takes any of the
actions mentioned in this Section, and that User agrees to bear the risk that Texinfo.com
may take such actions.
• Transactions between Buyers and Suppliers
6.1 Through the Site, Texinfo.com provides an electronic web-based platform for
exchanging information between buyers and suppliers of products and services. Texinfo.com
does not represent the seller nor the buyer in specific transactions and does not
charge any commissions from completing any transactions. As a result, Texinfo.com
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 Site or the
ability of the suppliers 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 pretenses. Texinfo.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, Texinfo.com cannot and does
not confirm each User's purported identity (including, without limitation, TrustPass
Members and China Gold Suppliers). 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 Texinfo
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 Texinfo (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.
• Limitation of Liability
7.1 THE FEATURES AND SERVICES ON THE TEXINFO.COM SITE ARE PROVIDED ON AN "AS IS"
AND "AS AVAILABLE" BASIS, AND TEXINFO.COM 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.
7.2 TEXINFO 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. TEXINFO 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 TEXINFO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE TEXINFO.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 Texinfo.com or through or from the Site shall create any warranty not
expressly stated herein.
7.4 Under no circumstances shall Texinfo.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 Texinfo.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 Texinfo.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 Texinfo.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 Texinfo.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
Texinfo.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. Texinfo.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 Texinfo.com in asserting any available defenses.
7.6 Texinfo.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:
• the use or the inability to use the Site;
• any defect in goods, samples, data, information or services purchased
or obtained from a User or a third-party service provider through the Site;
• violation of Third Party Rights or claims or demands that Users' 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; 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;
• unauthorized access by third parties to data or private information
of any User;
• statements or conduct of any User of the Site; or
• any matters relating to Premium Services however arising, including
negligence.
• Intellectual Property Rights
8.1 Texinfo.com is the sole owner or lawful licensee of all the rights to the Site
and the Texinfo Content. The Site and Texinfo.com 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 Texinfo.com
Content shall remain with Texinfo.com, its affiliates or licensors of the Texinfo.com
Content, as the case may be. All rights not otherwise claimed under this Agreement
or by Texinfo.com are hereby reserved.
8.2 "TEXINFO", "TEXINFO.COM" and related icons and logos are registered trademarks
or trademarks or service marks of Texinfo.com 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.
• Notices
9.1 All notices or demands to or upon Texinfo.com shall be effective if in writing
and shall be duly made when sent to Texinfo in the following Add:
Texinfo
Rm 601,No.3,Dongpu YiLi,Xiamen/China,361001
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 Texinfo.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
• Texinfo.com is able to demonstrate that communication, whether in
physical or electronic form, has been sent to such User, or
• immediately upon Texinfo.com's posting such notice on an area of the
Site that is publicly accessible without charge.
• General
10.1 Subject to any additional agreements relating to PaidServices, this Agreement
and the Privacy Policy constitute the entire agreement between the User and Texinfo.com
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.
10.2 Texinfo.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 Texinfo.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 Texinfo's right to act with respect with subsequent or similar breaches.
10.6 Texinfo.com shall have the right to assign its obligations and duties in this
Agreement and in any agreement relating to Paid Services to any person or entity.