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 Cnhealthsources
web site which is identified by the uniform resource locator www.cnhealthsources.com
(the "Site"). This Agreement is entered into between
you as the user of the Site (the "User") and Cnhealthsources.com
E-Commerce Corp. ("Cnhealthsources").
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 cnhealthsources as a
registered user or whether such User is a paying customer for
a specific service provided by Cnhealthsources. 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 Cnhealthsources
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 Cnhealthsources 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 June 1st, 2004. Posting by
Cnhealthsources 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 Cnhealthsources.
2. Premium Services
2.1 Access to the Site and certain of its features are provided
to all Users free of charge. However, Cnhealthsources 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 Cnhealthsources reserves the right to deny Premium Services
to any User for whatever reason in order to protect Cnhealthsources’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, video clips, directories,
files, databases or listings available on or through the Site
(the " Cnhealthsources Content") for the purpose of
re-selling or re-distributing the Cnhealthsources Content, mass
mailing (via emails, wireless text messages, physical mail or
otherwise), operating a business that competes with Cnhealthsources,
or otherwise commercially exploiting the Cnhealthsources Content.
Systematic retrieval of Cnhealthsources 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 Cnhealthsources
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 Cnhealthsources Content displayed on this Site
is provided or posted by third parties ("Third Party Content").
Neither Cnhealthsources nor any of our affiliates, directors,
officers or employees has entered into any sales agency relationship
with such third party by virtue of Cnhealthsources'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.
Cnhealthsources 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, Cnhealthsources 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 Cnhealthsources 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 Cnhealthsources has no control
over such third party's web site, does not monitor such sites,
and Cnhealthsources 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 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 Cnhealthsources 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 Cnhealthsources 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 Cnhealthsources 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 Cnhealthsources's Privacy Policy which
governs the protection and use of each User's information in Cnhealthsources's
possession. Each User hereby accepts the Privacy Policy and any
updates and amendments thereto. Each User acknowledges that Cnhealthsources
may change the Privacy Policy from time to time provided that
Cnhealthsources 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 name, address,
telephone and fax number, email address, details of its business,
etc.) is a registered user of Cnhealthsources (a "Registered
User"). Cnhealthsources 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 Cnhealthsources 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 Cnhealthsources 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
Cnhealthsources to share such information with other Users.
4.5 Cnhealthsources 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 Cnhealthsources's
determination, there is any breach of the provisions of this Agreement
by the Registered User; or (b) Cnhealthsources has reasonable
grounds to suspect that such information provided by a Registered
User is untrue, inaccurate or is not current or complete, or (c)
Cnhealthsources believes that the Registered User's actions may
cause financial loss or legal liability to such Registered User,
Cnhealthsources 's other Users, or Cnhealthsources 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 Notwithstanding Section 4.1 above, Cnhealthsources 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 Cnhealthsources
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
Cnhealthsources, our affiliates, directors, officers or employees
by virtue of Cnhealthsources's display of any of the User's information
on the Site.
5.3 Each User hereby represents, warrants and agrees to (a) provide
Cnhealthsources 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
Cnhealthsources 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 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
Cnhealthsources or authorizes Cnhealthsources 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.
5.5 Each User hereby represents, warrants and agrees that information
submitted to Cnhealthsources 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 Cnhealthsources;
(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 Cnhealthsources or its
affiliates.
5.6 Cnhealthsources reserves the right in its sole discretion
to remove any material displayed on the Site which it reasonably
believes is unlawful, could subject Cnhealthsources to liability,
violates this Agreement or is otherwise found inappropriate in
Cnhealthsources 's opinion. Cnhealthsources 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, Cnhealthsources 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 Cnhealthsources
shall not be liable for damages or results thereof and User agrees
not to bring any action or claim against Cnhealthsources for such
disclosure. In connection with any of the foregoing, Cnhealthsources
may suspend or terminate the Account of any User as Cnhealthsources
deems appropriate in its sole discretion.
6. Transactions between Buyers and Suppliers
6.1 Through the Site, Cnhealthsources provides an electronic web-based
platform for exchanging information between buyers and suppliers
of products and services. Cnhealthsources does not represent the
seller nor the buyer in specific transactions and does not charge
any commissions from completing any transactions. As a result,
Cnhealthsources 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 pretences. Cnhealthsources 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, Cnhealthsources
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, such risks shall include, but are not limited to,
mis-representation of products and services, fraudulent schemes,
unsatisfactory quality, failure to meet specifications, defective
products, delay or default in delivery or payment, cost mis-calculations,
breach of warranty, breach of contract and transportation accidents
("Transaction Risks"). Each User agrees that Cnhealthsources
shall not be liable or responsible for any damages 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 Cnhealthsources
(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 THE FEATURES AND SERVICES ON THE CNHEALTHSOURCES SITE IS PROVIDED
ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND
CNHEALTHSOURCES 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 CNHEALTHSOURCES 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.
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 Cnhealthsources or through or from the Site shall
create any warranty not expressly stated herein.
7.4 Under no circumstances shall Cnhealthsources 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 Cnhealthsources,
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 further agrees
that Cnhealthsources 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. Cnhealthsources reserves
the right; at it 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 Cnhealthsources
in asserting any available defenses.
7.6 Cnhealthsources 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;
(b) any defect in goods, samples, data, information or services
purchased or obtained from a User or a third-party service provider
through the Site;
(c) unauthorized access by third parties to data or private information
of any User;
(d) statements or conduct of any User of the Site; or
(e) any matters relating to Premium Services however arising,
including negligence.
8. Intellectual Property Rights
8.1 Cnhealthsources is the sole owner or lawful licensee of all
the rights to the Site and the Cnhealthsources Content. The Site
and Cnhealthsources 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 Cnhealthsources Content shall remain with Cnhealthsources,
its affiliates or licensors of the Cnhealthsources Content, as
the case may be. All rights not otherwise claimed under this Agreement
or by Cnhealthsources are hereby reserved.
8.2 "CNHEALTHSOURCES", "CNHEALTHSOURCES.COM,"
"TRUSTPASS" and related icons and logos are registered
trademarks or trademarks or service marks of Cnhealthsources.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
9.1 All notices or demands to or upon Cnhealthsources shall be
effective if in writing and shall be duly made when sent to Cnhealthsources
in the following manner: to Fourth Floor, One Capital Place, P.O.
Box 847, Grand Cayman, Cayman Islands, with a copy to Cnhealthsources.com
Hong Kong Limited, Room 2403-05 Jubilee Centre, 18 Fenwick Street,
Wanchai, Hong Kong, Attn: Legal Department.
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 Cnhealthsources, 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) Cnhealthsources is
able to demonstrate that communication, whether in physical or
electronic form, has been sent to such User, or (b) immediately
upon Cnhealthsources's posting such notice on an area of the Site
that is publicly accessible without charge.
10. General
10.1 Subject to any additional agreements relating to TrustPass
Services, this Agreement and the Privacy Policy constitute the
entire agreement between the User and Cnhealthsources 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 Cnhealthsources 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 Cnhealthsources'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 Cnhealthsources's
right to act with respect with subsequent or similar breaches.
10.6 Cnhealthsources 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 Hong
Kong Special Administrative Region ("Hong Kong") without
regard to its conflict of law provisions. The parties to this
Agreement hereby submit to the exclusive jurisdiction of the courts
of Hong Kong.
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