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Global-vehicle Terms of Use Agreement
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PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
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This Terms of Use Agreement (the "Agreement" ) describes the terms and
conditions applicable to your use of the GLOBAL-VEHICLE web site . This
Agreement is entered into between you as the user of the Site (the ¡°User¡± ) and
GLOBAL-VEHICLE E-Commerce Corp.
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1. Application and
Acceptance of Terms and Conditions.
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1.1
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A ¡°User¡± is any person who accesses the Site for
whatever purpose, regardless of whether such a User has registered with
Global-vehicle as a registered user or whether such a User is a paying customer
for a specific service provided by GLOBAL-VEHICLE. A User includes the person
using this Site and any legal entity which may be represented by such a person
under actual or apparent authority.
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1.2
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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.
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1.3
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This Agreement applies to each Paid Service (as defined
below) in addition to any terms and conditions that may be applicable to such
specific Paid Service.
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1.4
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GLOBAL-VEHICLE may amend this Agreement at any time by
posting the amended and restated Agreement on the Site. The amended and
restated Agreement shall be effective immediately upon posting. Posting by
GLOBAL-VEHICLE 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
GLOBAL-VEHICLE.
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2. Charges and Fees;
Paid Services
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2.1
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Access to the Site and certain of its features
are provided to all Users free of charge. However, GLOBAL-VEHICLE reserves the
right, without prior notice, to charge each User fees for the use of or access
to the Site or its features.
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2.2
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GLOBAL-VEHICLE provides certain services to Users
who have undergone a specific registration process and agreed to pay for such
services ( ¡°Paid Services¡± ). Access to and use of certain features and content
of the Site that are part of a Paid Service are governed by additional terms
and conditions under separate agreements in addition to this Agreement.
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2.3
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The following features of the Site, among
other things, are part of Paid Services
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a)
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Submit, edit and display of company
information in a Company Profile
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b)
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Submit, edit and display of product related
information (including product images) in a Product Catalog or Showroom
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c)
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Submit, edit and display of offers to sell products
or services or general advertising messages as Trade Leads
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d)
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Business name, address and contact person as
authenticated and verified by a credit agency and displayed in a Trust Profile
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e)
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Access to GLOBAL-VEHICLE's Global Buyer Database
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2.4
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GLOBAL-VEHICLE reserves the right to deny
Paid Services to any User for whatever reason in order to protect
GLOBAL-VEHICLE's interests.
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3. Users Generally.
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3.1
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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
¡°GLOBAL-VEHICLE Content¡± ) for the purpose of re-selling or re-distributing the
GLOBAL-VEHICLE Content, mass mailing (via emails, wireless text messages,
physical mail or otherwise), operating a business that competes with
GLOBAL-VEHICLE, or otherwise commercially exploiting the GLOBAL-VEHICLE
Content.
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3.2
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Some of the GLOBAL-VEHICLE Content displayed on this
Site is provided or posted by third parties ( ¡°Third Party Content¡± ). Neither
GLOBAL-VEHICLE nor any of our affiliates, directors, officers or employees has
entered into any sales agency relationship with such third party by virtue of
GLOBAL-VEHICLE'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.
GLOBAL-VEHICLE 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,
GLOBAL-VEHICLE 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.
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3.3
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GLOBAL-VEHICLE 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.
User acknowledges that GLOBAL-VEHICLE has no control over such third party's
web site and GLOBAL-VEHICLE shall not be responsible or liable to anyone for
such web site, or any content, products or services made available on such web
site.
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3.4
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Messages or information sent by a User through
communication systems provided by the Site, or through emails, fax or letters
to addresses obtained from the Site, shall not contain any of the materials
described in the provisions of Section 5.5 below.
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3.5
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GLOBAL-VEHICLE 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 GLOBAL-VEHICLE 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.
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3.6
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No User shall undertake any scheme to undermine the
integrity of the computer systems or networks used by GLOBAL-VEHICLE and/or any
other User and no User shall attempt to gain unauthorized access to such
computer systems or networks.
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3.7
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We urge that you read motor-car'privacy policy
which governs the protection and use of each User's information in
GLOBAL-VEHICLE's possession. Each User hereby accepts the Privacy Policy and
any updates and amendments thereto. Each User acknowledges that GLOBAL-VEHICLE
may change the Privacy Policy from time to time provided that GLOBAL-VEHICLE
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.
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4. Registered Users
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4.1
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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 GLOBAL-VEHICLE (a ¡°Registered User¡± ). GLOBAL-VEHICLE 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.
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4.2
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Registered Users shall not access or enjoy the
benefits of any Paid Services without payment for such services; provided,
however , that GLOBAL-VEHICLE may permit such free access or enjoyment of Paid
Services by a Registered User on a case-by-case basis; provided, further , that
GLOBAL-VEHICLE reserves the right at any time to deny access to any Paid
Service (including but not limited to termination of the Account of such
Registered User) if the Registered User has not paid GLOBAL-VEHICLE the
relevant charges and fees under the terms of such Paid Service.
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4.3
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GLOBAL-VEHICLE may suspend or terminate a Registered
User's Account at any time by giving no less than 24-hour notice to the
Registered User; provided, however , that notice is not required for such
termination if, in GLOBAL-VEHICLE's determination, there is any breach of the
provisions of this Agreement by the Registered User.
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4.4
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Not withstanding Section 4.1 above, GLOBAL-VEHICLE
may refuse registration and deny the issuance of an Account and associated User
ID and Password to any User for whatever reason.
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5. Users Who Post
Information on GLOBAL-VEHICLE
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5.1
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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.
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5.2
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No sales agency relationship is
created between any User and GLOBAL-VEHICLE, our affiliates, directors,
officers or employees by virtue of GLOBAL-VEHICLE's display of any of the
User's information on the Site.
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5.3
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Each User hereby represents, warrants
and agrees to (a) provide GLOBAL-VEHICLE 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
license to GLOBAL-VEHICLE to display and use all information provided by such
User in accordance with the purposes set forth in this Agreement. Each User
further agrees that by posting any material or information anywhere on the Site
it surrenders its copyright and any other proprietary right in the posted
material or information.
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5.4
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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
GLOBAL-VEHICLE or authorizes GLOBAL-VEHICLE to display does 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.
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5.5
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Each User hereby represents, warrants
and agrees that information submitted to GLOBAL-VEHICLE for display on the Site
shall not:
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a )
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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;
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b )
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Be part of a scheme to defraud other Users of the
Site or for any other unlawful purpose;
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c )
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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;
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d )
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Violate any applicable law, statute, ordinance or
regulation (including without limitation those governing export control,
consumer protection, unfair competition, anti-discrimination or false
advertising);
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e )
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Be defamatory, libelous, unlawfully threatening or
unlawfully harassing;
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f )
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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;
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g )
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Promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation or age;
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h )
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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;
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i )
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Solicit business from any Users in connection with a
commercial activity that competes with GLOBAL-VEHICLE; or
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j )
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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.
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5.6
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GLOBAL-VEHICLE reserves the right in
it sole discretion to remove any material displayed on the Site which it
reasonably believes is unlawful, could subject GLOBAL-VEHICLE to liability,
violates this Agreement or is otherwise found inappropriate in GLOBAL-VEHICLE's
opinion. GLOBAL-VEHICLE 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. GLOBAL-VEHICLE
will terminate the Accounts of Users who are repeat infringers of the
copyrights, or other intellectual property rights, of others. In addition,
GLOBAL-VEHICLE 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
GLOBAL-VEHICLE service, or if GLOBAL-VEHICLE believes that User conduct is
harmful to the interests of GLOBAL-VEHICLE, its affiliates, or other Users, or
for any other reason in GLOBAL-VEHICLE's sole discretion, with or without
cause.
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6. Transactions
between Buyers and Suppliers
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6.1
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Through the Site, GLOBAL-VEHICLE provides
an electronic web-based platform for exchanging information between buyers and
suppliers of products and services. GLOBAL-VEHICLE does not represent the
seller nor the buyer in specific transactions and does not charge any
commissions from completing any transactions. As a result, GLOBAL-VEHICLE 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.
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6.2
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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 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
GLOBAL-VEHICLE shall not be liable or responsible for any damages that may
arise a result of or in connection with any Transaction Risks.
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6.3
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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.
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6.4
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In the event that any User has a dispute with any
party to a transaction, such a User agrees to release and indemnify
GLOBAL-VEHICLE (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.
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7. Limitation of
Liability
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7.1
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THE FEATURES AND SERVICES ON THE
GLOBAL-VEHICLE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND
GLOBAL-VEHICLE 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.
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7.2
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GLOBAL-VEHICLE 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.
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7.3
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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 GLOBAL-VEHICLE
or through or from the Site shall create any warranty not expressly stated
herein.
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7.4
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Under no circumstances shall
GLOBAL-VEHICLE 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.
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7.5
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Each User hereby agrees to indemnify and
save GLOBAL-VEHICLE, 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 GLOBAL-VEHICLE 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.
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7.6
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GLOBAL-VEHICLE 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 or otherwise or any other damages resulting from any
of the following:
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a)
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The use or the inability to use the Site;
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b)
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Any defect in goods, samples, data, information or
services purchased or obtained from a User or a third-party service provider
through the Site;
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c)
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Unauthorized access by third parties to data or
private information of any User;
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d)
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Statements or conduct of any User of the Site; or
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e)
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Any matters relating to Paid Services however
arising, including negligence.
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8. Intellectual
Property Rights
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8.1
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GLOBAL-VEHICLE is the sole owner or
lawful licensee of all the rights to the Site and the GLOBAL-VEHICLE Content.
The Site and GLOBAL-VEHICLE 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 GLOBAL-VEHICLE
Content shall remain with GLOBAL-VEHICLE, its affiliates or licensors of the
GLOBAL-VEHICLE Content, as the case may be. All rights not otherwise claimed
under this Agreement or by GLOBAL-VEHICLE are hereby reserved.
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8.2
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¡°GLOBAL-VEHICLE¡±, ¡°GLOBAL-VEHICLE¡± and related icons
and logos are registered trademarks or trademarks or service marks of
GLOBAL-VEHICLE 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.
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9. Notices
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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
GLOBAL-VEHICLE. Notice to a User shall be deemed to be received by such User if
and when (a) GLOBAL-VEHICLE is able to demonstrate that communication, whether
in physical or electronic form, has been sent to such User, or (b) immediately
upon GLOBAL-VEHICLE's posting such notice on an area of the Site that is
publicly accessible without charge.
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10. General
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10.1
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Subject to any additional agreements
relating to Paid Services, this Agreement and the Privacy Policy constitute the
entire agreement between the User and GLOBAL-VEHICLE 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.
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10.2
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If any provision herein is held to be invalid or
unenforceable, such provision shall be struck and the remaining provisions
shall be enforced.
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10.3
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Headings are for reference purposes only and in no
way define, limit, construe or describe the scope or extent of such section.
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10.4
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GLOBAL-VEHICLE'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 GLOBAL-VEHICLE's right to act
with respect with subsequent or similar breaches.
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10.5
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GLOBAL-VEHICLE 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.
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