Welcome to VOLINCO e-Marketplace

VOLINCO e-Marketplace's FREE Membership Agreement

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!


1. Acceptance of Terms

1.1 WELCOME TO VOLINCO e-Marketplace’s Free Service(the "SERVICE"). The following sets forth the terms and conditions of the VOLINCO e-Marketplace Membership Agreement (this "Agreement") between you and VOLINCO. VOLINCO e-Marketplace offers you access to the Service through the web site identified by the uniform resource locator emarketplace.volinco.com (the "Site"). Use of the Service indicates that you accept the terms and conditions set forth below. If you do not accept ANY of the terms and conditions, please do not use the Service. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I AGREE" BUTTON, YOU ARE INDICATING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT, THE SITE’S TERMS OF USE AGREEMENT, PRODUCT LISTING POLICY, PRIVACY POLICY AND INTELLECTUAL PROPERTY RIGHTS (IPR) PROTECTION POLICE WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED TO AS THE " TERMS OF USE"). The VOLINCO e-Marketplace’s Free Membership Agreement will not take effect unless and until you have activated your Account. Terms not defined in this Agreement shall bear the same meaning as that contained in the Terms of Use.


1.2 VOLINCO e-Marketplace 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 FIRSTLY posted on December 31, 2014.


2. The Service

2.1 The Service will be offered free-of-charge for an unspecified time period unless terminated in accordance with the terms of this Agreement.


2.2 The Service has a number of features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of VOLINCO e-Marketplace and notified to you).


2.3 VOLINCO e-Marketplace may terminate all or part of free membership features at any time in its sole discretion. VOLINCO e-Marketplace reserves the right to charge for the Service at any time in its sole discretion.


2.4 VOLINCO e-Marketplace shall issue a Username and Password (the latter shall be chosen by the Member during registration) to each Member to access the Service through such Member's Account. Each Member shall be solely responsible for maintaining the confidentiality of its Username and Password and for all activities that occur under the Username and Password. A set of Username and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Username or Password to another person outside of the Member's business entity. Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), will cause irreparable harm to VOLINCO e-Marketplace and each Member shall indemnify VOLINCO e-Marketplace against any loss or damages (including but not limited to loss of profits) suffered by VOLINCO e-Marketplace as a result of such multiple use of an Account. Each Member hereby undertakes to notify VOLINCO e-Marketplace immediately of any unauthorized use of its Account, Username or Password or any other breach of security. Each Member hereby agrees that VOLINCO e-Marketplace shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.


2.5 VOLINCO e-Marketplace reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. VOLINCO e-Marketplace further reserves the right to introduce new features, functionalities or applications to the Service or to future versions of the Service. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by VOLINCO e-Marketplace.


2.6 Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall VOLINCO e-Marketplace be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.


3. Member Responsibilities

3.1 Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by VOLINCO e-Marketplace and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to VOLINCO e-Marketplace to display and use all information provided by such Member 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.


3.2 Each Member hereby represents, warrants and agrees that the use by such Member of the Service and 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 Members or other users of the Site or for any other unlawful purpose;

c) 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 and privacy or other legitimate rights;

d) impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

e) violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

f) contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;

g) contain information that is 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;

h) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

i) 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;

j) involve attempts to copy, reproduce, exploit or expropriate VOLINCO e-Marketplace's various proprietary directories, databases and listings;

k) involve 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;

l) involve any scheme to undermine the integrity of the computer systems or networks used by VOLINCO e-Marketplace and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;

m) link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement or the Terms of Use;

n) otherwise create any liability for VOLINCO e-Marketplace or its affiliates.


3.3 Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from its business partners and associates to (a) act as such Member's business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf.


3.4 Member shall not take any action which may undermine the integrity of VOLINCO e-Marketplace's feedback system, such as leaving positive feedback for himself using secondary Usernames or through third parties or by leaving unsubstantiated negative feedback for another Member.


3.5 Each Member acknowledges and agrees that VOLINCO e-Marketplace shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. VOLINCO e-Marketplace does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.


3.6 Each Member represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Site or provides to VOLINCO e-Marketplace or authorizes VOLINCO e-Marketplace to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Member further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information it posts on the Site or provides to VOLINCO e-Marketplace or authorizes VOLINCO e-Marketplace to display.


3.7 If any Member breaches the representations, warranties and covenants of paragraphs 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6 above, or if VOLINCO e-Marketplace has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, or if upon complaint or claim from any third party, VOLINCO e-Marketplace has the right to suspend or terminate the Service and all Free Member Features with respect to such Member without any compensation, and refuse any and all current or future use of the Service or any other services that may be provided by VOLINCO e-Marketplace. Further, VOLINCO e-Marketplace reserves the right in it sole discretion to remove any material it reasonably believes that is unlawful, could subject VOLINCO e-Marketplace to liability, violates this Agreement or the Terms of Use or is otherwise found inappropriate in VOLINCO e-Marketplace's opinion. VOLINCO e-Marketplace 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, VOLINCO e-Marketplace 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, and VOLINCO e-Marketplace shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against VOLINCO e-Marketplace for such disclosure. In connection with any of the foregoing, VOLINCO e-Marketplace may suspend or terminate the Account of any Member as VOLINCO e-Marketplace deems appropriate in its sole discretion.


4.Limitation of Liability

4.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND VOLINCO e-MARKETPLACE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY OR MERCHANTABILITY FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.


4.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOLINCO e-MARKETPLACE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE.



5.Intellectual Property Rights

5.1 VOLINCO e-Marketplace is the sole owner or lawful licensee of all the rights to the Service. The Service embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with VOLINCO e-Marketplace. All rights not otherwise claimed under this Agreement or by VOLINCO e-Marketplace are hereby reserved.


5.2 "VOLINCO e-Marketplace", "emarketplace.volinco.com" and related icons and logos are registered trademarks or trademarks or service marks of VOLINCO INDUSTRY CO.,LTD. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.


6.General

6.1 This Agreement and the Terms of Use constitute the entire agreement between the Member and VOLINCO e-Marketplace with respect to and governs the use of the Service, superseding any prior written or oral agreements in relation to the same subject matter herein.


6.2 VOLINCO e-Marketplace 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.


6.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.


6.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.


6.5 VOLINCO e-Marketplace shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity. The Member may not assign, in whole or part, this Agreement to any person or entity.


6.6 This Agreement shall be governed by the laws of the People's Republic of China without regard to its conflict of law provisions.

6.7 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.