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Terms of Use of Pan Asia Exchange

This website is an electronic marketplace of and a service provided by Pan Asian e-Commerce Alliance Trade Services Limited (hereinafter referred to as "PAA").

Any and all use of this website is subject to, and constitutes acknowledgment and acceptance of, the following terms ("Terms of Use").

PAA may amend these Terms of Use at any time by posting the amended version on this site. Such amended version shall automatically be effective upon its posting on this site.

1. Definitions
In these Terms of Use, the following words and expressions shall, unless the context otherwise requires, have the following respective meanings:

"Force Majeure Event" in relation to a person or entity shall mean an event beyond that person's or entity's reasonable control, including but not limited to: acts of God; fire; flood; explosion; storm; disaster; vandalism; power surge or outage; cable cut; disruptions or failures in telecommunication systems or equipment or electrical power or supply; server crashes; back-up failures; disruptions to or failure of Internet access or connectivity; serious accidents; epidemics or quarantine restrictions; any law, order, regulation, direction, action or request of any government (including state and local governments) or any civil or military authority, or of any dependent agency, commission, court, bureau, corporation or other instrumentality thereof; allocation regulations or orders affecting materials and/or the supply thereof; national emergencies, insurrections, riots, civil commotion, war or warlike operations; strikes, lockouts, work stoppages or labour disputes, troubles or difficulties; delays in transportation; supplier failures, shortages, breaches or delays; or inability after due and timely diligence to procure materials, accessories, equipment or parts.

"PAA eMarketplace Content" shall mean all content or materials (including text and images) in this website, all files within this website and all data within such files, but excluding Third Party Content.

"Overall Content" shall mean the PAA eMarketplace Content, the Third Party Content, and any and all attachments transmitted through this website.

"Local Services" shall mean those relevant services, provided by members of the PAA in or through this website, which are subject to other specific terms and conditions in addition to these Terms of Use.

"Value Added Services" shall mean those services, provided by Third Party Partners of the PAA in or through this website, which are subject to other specific terms and conditions in addition to these Terms of Use.

"Third Party Partners" shall mean the respective providers of the value added services offered in or through this website.

"Third Party Licensors" shall mean the respective owners of the titles, rights and interests in or to the Third Party Content.

"Third Party Content" shall mean those content or materials (including text and images) in this website the titles, rights and interests in or to which are not owned by PAA but by the respective members of PAA or the Third Party Licensors.

"Specific Terms" shall mean the respective terms and conditions applicable to Specific Services or Value Added Services, including those prescribed or imposed by relevant members of the PAA or Third Party Partners in relation to such Specific Services or Value Added Services, or those contained in respective agreements entered into between Visitor or Subscribers and relevant members of the PAA or Third Party Partners in relation to such Specific Services or Value Added Services.

"Visitor" shall mean the individual who, or the entity whose agent, accesses or uses this website, the services provided in this website, or any of the Overall Content.

"Subscriber" shall mean the registered entity whose agent subscribes for PAE services.

2. Application of Other Terms and Conditions

These Terms of Use shall apply to each Specific Service or Value Added Service, in addition to any and all other Specific Terms applicable to such Specific Service or Value Added Service; provided however that:-

a. in the event of any conflict or inconsistency between any provision of the Specific Terms and any provision of these Terms of Use, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favorable to PAA and/or other members of the PAA; and

b. only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of the Specific Terms shall prevail.

3. Intellectual Property

Unless otherwise expressly stated:-

a. all titles, rights and interests (including without limitation copyright) in respect of the PAA eMarketplace Content belong to PAA and/or other relevant members of the PAA, and nothing herein confers on the Visitor or Subscriber any title, right or interest in respect thereof; and

b. all titles, rights and interests (including without limitation copyright) in respect of Third Party Content belong to the respective Third Party Licensor or Third Party Partner, and nothing herein confers on the Visitor or Subscriber any title, right or interest in respect thereof.

4. Use of PAA eMarketplace Conten

Visitor or Subscribers to this website may use the PAA eMarketplace Content solely and exclusively for personal or internal purposes. The Visitor or Subscriber may download and/or reproduce limited portions of the PAA eMarketplace Content on an occasional ad hoc basis and distribute such PAA eMarketplace Content internally, solely and exclusively for personal or internal purposes;

PROVIDED HOWEVER THAT:-

a. the use, reproduction and distribution of such PAA eMarketplace Content (either in hard copy or electronic form) is not done in any manner which might be competitive with the PAA's use, reproduction or distribution of content or other content similar thereto; and

b. such PAA eMarketplace Content is reproduced and distributed with appropriate notices, including copyright notices, indicating PAA (and/or other members of the PAA, as the case may be) as the source of such PAA eMarketplace Content and prohibiting any further reproduction or distribution of such PAA eMarketplace Content.

Downloading, reproduction, distribution and/or use of any PAA eMarketplace Content does not transfer any title, right or interest in or to such PAA eMarketplace Content, and such PAA eMarketplace Content may be downloaded, reproduced, distributed and/or used only in accordance with this paragraph 4.

Except as expressly permitted in this paragraph 4, Visitor or Subscribers to this website may not copy, reproduce, modify, alter, reverse engineer, disassemble, sell, transfer, rent, license, publish, distribute, disseminate in any form or otherwise allow access to all or any PAA eMarketplace Content or Third Party Content.

If the Visitor or Subscriber is a corporation, this provision shall apply to any subsidiary, affiliate or parent of such corporation.

5. Protection of Intellectual Property Rights

The Visitor or Subscriber expressly acknowledges that this website and the PAA eMarketplace Content (or the Third Party Content, as the case may be) were prepared by the PAA (or the respective PAA members or the Third Party Licensors and Third Party Partners, as the case may be).

The Visitor or Subscriber agrees to protect all copyright and other intellectual property or other proprietary rights and interests of the PAA (or the respective PAA members or the Third Party Licensors and Third Party Partners, as the case may be) in or to this website and the PAA eMarketplace Content (or the Third Party Content, as the case may be).

In addition, the Visitor or Subscriber shall honor and comply with reasonable written requests made by the PAA in connection with the protection, enforcement or exercise of the PAA's (or, as the case may be, the respective PAA members or the Third Party Licensors' or Third Party Partners') contractual and other legal (whether statutory or common law) or equitable rights and remedies in respect of this website and the PAA eMarketplace Content (or the Third Party Content, as the case may be).

6. Updates

All updates to or additional PAA eMarketplace Content and Third Party Content and all new versions of this website shall be subject to these Terms of Use as if each such update, addition and/or new version were the original PAA eMarketplace Content, Third Party Content or website (as the case may be) referred to herein.

7. Modifications

The PAA reserves the right to alter or modify this website, including portions thereof, from time to time. Such alterations or modifications may include, without limitation, addition or withdrawal of features, services, data or content or changes in instructions. The PAA may also at any time suspend or discontinue all or any part of this website or the provision of updates.

8. No Endorsement of Third Parties

a. The PAA does not endorse or make any representation or warranty whatsoever (whether express or implied), and shall not be responsible or liable under any circumstances whatsoever, in respect of :-

i. any third party website hyperlinked to this website, or any products, services, information, data or other content offered or provided therein; and/or

ii. any product, service, information, data or other content offered or provided by third parties in or through this website.

Such third party websites and such third party products, services, information, data or other content (whether provided or offered therein or in or through this website) are the sole responsibility of independent third parties, and as against the PAA, the Visitor or Subscriber's use thereof or reliance thereon is solely at the Visitor or Subscriber's own risk. A Visitor or Subscriber's rights and remedies in respect thereof are governed solely by other applicable agreements or terms (if any) between the Visitor or Subscriber and the relevant third party.

b. Without prejudice to the generality of paragraph 8(a) above:-

i. a description or reference to a product or service in this website (including any description or reference via hyperlink) does not imply endorsement by the PAA and/or any member of the PAA of that product or service;

ii. the PAA does not make any representation or warranty as to the quality, accuracy, reliability or suitability of any third party websites or any third party products, services, information, data or other content (whether provided or offered therein or in or through this website); and

iii. the PAA shall not be liable or responsible for any defects, deficiencies, errors, omissions or inaccuracies in any third party websites or any third party products, services, information, data or other content (whether provided or offered therein or in or through this website).

9. EXCLUSION OF REPRESENTATIONS AND WARRANTIES

THIS WEBSITE AND THE OVERALL CONTENT ARE MADE AVAILABLE "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION OR WARRANTY AS TO THEIR PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE; AND ALL REPRESENTATIONS AND/OR WARRANTIES, TO THE EXTENT CAPABLE OF BEING EXCLUDED UNDER APPLICABLE LAW, ARE HEREBY EXPRESSLY EXCLUDED BY THE PAA, ITS LICENSORS, DEALERS, DISTRIBUTORS, AGENTS AND EMPLOYEES, AND ALL THIRD PARTIES (IF ANY) INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS WEBSITE AND/OR THE OVERALL CONTENT.

IN PARTICULAR, BUT WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, THE PAA, ITS MEMBERS, ITS LICENSORS, PARTNERS, DEALERS, DISTRIBUTORS, AGENTS AND EMPLOYEES, AND THIRD PARTIES (IF ANY) INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS WEBSITE AND/OR THE OVERALL CONTENT, MAKE NO REPRESENTATIONS OR WARRANTIES AS TO, AND THE VISITOR OR SUBSCRIBER ASSUMES THE ENTIRE RISK AS TO:-

A. ANYTHING CONTAINED IN, THE PERFORMANCE OF, OR THE RESULTS THAT MAY BE OBTAINED BY USING, THIS WEBSITE OR ANY OF THE OVERALL CONTENT;

B. THE CONSEQUENCES OF DOWNLOADING ANY ATTACHMENT TRANSMITTED THROUGH THIS WEBSITE;

C. THE QUALITY, ACCURACY, RELIABILITY OR SUITABILITY FOR ANY PURPOSE WHATSOEVER OF, THIS WEBSITE OR ANY OF THE OVERALL CONTENT; AND/OR

D. THE STANDING, CREDIT OR OTHERWISE OF ANY PERSON OR ENTITY MENTIONED IN THIS WEBSITE OR IN ANY OF THE OVERALL CONTENT.

10. EXCLUSION OF LIABILITY

IN NO EVENT SHALL THE PAA, ITS MEMBERS, LICENSORS, PARTNERS, DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES, OR ANY THIRD PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS WEBSITE OR ANY OF THE OVERALL CONTENT BE LIABLE FOR:-

A. ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, SECONDARY, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE OR ANY OF THE OVERALL CONTENT (SUCH AS BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS INFORMATION, BUSINESS INTERRUPTION OR DELAY, OR LOSS OF ANTICIPATED REVENUE, PROFITS OR BENEFITS, OR ANY ECONOMIC OR FINANCIAL LOSS), WHETHER BASED UPON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF THEY WERE AWARE OF, WERE ADVISED OF, OR OUGHT TO HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES;

B. ANY CONSEQUENCES OF DOWNLOADING OR USING ANY ATTACHMENT TRANSMITTED THROUGH THIS WEBSITE;

C. ANY FAILURE, DELAY, DISRUPTION OR INTERRUPTION IN, OF OR TO THIS WEBSITE, HOWSOEVER CAUSED OR ARISING;

D. ANY FAILURE, DELAY, DISRUPTION OR INTERRUPTION IN, OF OR TO THE TRANSMISSION OR RECEPTION OF ANY DATA OR INFORMATION THROUGH THIS WEBSITE, HOWSOEVER CAUSED OR ARISING;

E. ANY DEFECT, DEFICIENCY, BREAKDOWN OR FAILURE OF ANY SOFTWARE OR ANY EQUIPMENT OR SYSTEM (WHETHER OR NOT MAINTAINED OR OPERATED BY THE PAA OR ANY OTHER PERSON), HOWSOEVER CAUSED OR ARISING;

F. ANY LOSS, CORRUPTION, DELETION OR DAMAGE OF OR TO ANY DATA OR INFORMATION (WHETHER BELONGING TO, PROVIDED BY OR STORED BY THE VISITOR OR SUBSCRIBER OR OTHERWISE) WHICH IS TRANSMITTED TO OR STORED IN ANY SYSTEM OR EQUIPMENT (WHETHER OR NOT MAINTAINED OR OPERATED BY THE PAA, THE VISITOR OR SUBSCRIBER OR ANY OTHER PERSON), HOWSOEVER CAUSED OR ARISING;

G. ANY BREACH, FAILURE OF PERFORMANCE OR DELAY CAUSED BY A FORCE MAJEURE EVENT; AND/OR

H. ANY DEFECTS, DEFICIENCIES, ERRORS, OMISSIONS OR INACCURACIES IN THIS WEBSITE OR IN ANY OF THE OVERALL CONTENT.

11. INFRINGEMENT OF RIGHTS AND/OR VIOLATION OF LAWS OR REGULATIONS

A. EACH VISITOR OR SUBSCRIBER AGREES AND UNDERTAKES THAT THE VISITOR OR SUBSCRIBER SHALL NOT USE THIS WEBSITE IN ANY MANNER THAT INFRINGES OR VIOLATES, OR MIGHT POTENTIALLY INFRINGE OR VIOLATE, ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY PERSON OR ENTITY, OR ANY APPLICABLE LAW OR REGULATION.

B. WITHOUT LIMITATION TO THE GENERALITY OF THE FOREGOING, EACH VISITOR OR SUBSCRIBER AGREES AND UNDERTAKES THAT THE VISITOR OR SUBSCRIBER SHALL NOT USE THIS WEBSITE TO ACQUIRE OR SEEK TO ACQUIRE ANY PRODUCT OR UNDERTAKE OR SEEK TO UNDERTAKE ANY ACTIVITY, OR TO SEND ANY INQUIRIES TO, TO COMMUNICATE WITH, OR TO OTHERWISE CONTACT, ANY PERSON OR ENTITY WITH A VIEW TO OR IN CONNECTION WITH ACQUIRING ANY PRODUCT OR UNDERTAKING ANY TRANSACTION OR ACTIVITY, THAT WOULD OR MIGHT ACTUALLY OR POTENTIALLY INFRINGE OR VIOLATE, OR INVOLVE ANY ACTUAL OR POTENTIAL INFRINGEMENT OR VIOLATION OF, ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY PERSON OR ENTITY, OR ANY APPLICABLE LAW OR REGULATION.

C. EACH VISITOR OR SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE PAA SHALL NOT BE, OR BE DEEMED TO BE, A PARTY TO, OR OTHERWISE INVOLVED IN, ANY TRANSACTION(S) OR ACTIVITY(IES) THAT MAY BE ENTERED INTO BETWEEN ANY VISITOR OR SUBSCRIBER AND ANY PERSON OR ENTITY DIRECTLY OR INDIRECTLY AS A RESULT OF OR IN CONNECTION WITH THE USE BY ANY VISITOR OR SUBSCRIBER OF THIS WEBSITE.

D. EACH VISITOR OR SUBSCRIBER WHO ACQUIRES ANY PRODUCT FROM, OR WHO ENTERS INTO ANY TRANSACTION OR ACTIVITY WITH, OR WHO SENDS ANY INQUIRY TO, COMMUNICATES WITH OR OTHERWISE CONTACTS, OR WHO RECEIVES ANY COMMUNICATION FROM, ANY PERSON OR ENTITY DIRECTLY OR INDIRECTLY AS A RESULT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE SHALL BEAR SOLELY AND EXCLUSIVELY ALL RESPONSIBILITY AND RISKS FOR SUCH ACQUISITION, TRANSACTION, ACTIVITY, INQUIRY, COMMUNICATION OR CONTACT AND SHALL FULLY INDEMNIFY, DEFEND AND/OR HOLD HARMLESS, AS THE CASE MAY BE, PAA AND EACH MEMBER OF THE PAA AND ANY DIRECTOR, OFFICER, EMPLOYEE. REPRESENTATIVE, AGENT AND/OR SERVICE PROVIDER THEREOF (COLLECTIVELY, "INDEMNITEES") IN RESPECT OF ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, LIABILITIES, SUITS, ACTIONS, PROCEEDINGS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO LEGAL COSTS AND EXPENSES ON A FULL INDEMNITY BASIS) (COLLECTIVELY, "LIABILITIES") THAT MAY BE SUFFERED BY PAA AND ANY MEMBER OF THE PAA AND/OR ANY OTHER INDEMNITEE, AND/OR BY THE VISITOR OR SUBSCRIBER OR ANY OTHER PERSON OR ENTITY, AS THE CASE MAY BE, AS A RESULT OF, OR ARISING FROM OR IN CONNECTION WITH, ANY SUCH ACQUISITION, TRANSACTION, ACTIVITY, INQUIRY, COMMUNICATION OR CONTACT INFRINGING OR VIOLATING THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY PERSON OR ENTITY, OR ANY APPLICABLE LAW OR REGULATION, AND NEITHER THE PAA NOR ANY OTHER INDEMNITEE ASSUMES OR SHALL BEAR ANY LIABILITY, OBLIGATION, RESPONSIBILITY OR RISK WHATSOEVER FOR OR IN RESPECT OF ANY SUCH ACQUISITION, TRANSACTION, ACTIVITY, INQUIRY, COMMUNICATION OR CONTACT.

E. FOR THE PURPOSES HEREOF, "RELEVANT ACTIVITIES" IN RELATION TO ANY PRODUCT APPEARING IN THIS WEBSITE SHALL MEAN ANY ONE OR MORE OF THE FOLLOWING (AS THE CONTEXT REQUIRES): THE IMPORT, EXPORT, STORAGE, TRANSPORTATION, TRANSIT, CUSTOMS CLEARANCE, DELIVERY, USE, ADVERTISING, DISPLAY, REPRODUCTION, OFFER, SALE, SUPPLY, PURCHASE, PROVISION OR RE-SALE OF SUCH PRODUCT OR ANY TRANSACTION, ACTIVITY OR DEALING IN RESPECT OF ANY SUCH PRODUCT.

F. NONE OF THE MEMBERS OF THE PAA MAKES ANY REPRESENTATION OR WARRANTY WHATSOEVER (WHETHER EXPRESS OR IMPLIED) THAT THE PRODUCTS APPEARING IN THIS WEBSITE, OR ANY RELEVANT ACTIVITIES IN RESPECT OF ANY SUCH PRODUCTS, DO NOT AND WILL NOT INFRINGE OR VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY PERSON OR ENTITY, OR ANY APPLICABLE LAW OR REGULATION.

G. EACH VISITOR OR SUBSCRIBER WHO ACQUIRES OR WISHES TO ACQUIRE, AND/OR WHO UNDERTAKES OR WISHES TO UNDERTAKE ANY OTHER RELEVANT ACTIVITY IN RELATION TO, ANY PRODUCT APPEARING IN THIS WEBSITE SHALL BE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ENSURING THAT SUCH PRODUCT, AND/OR SUCH RELEVANT ACTIVITY IN RELATION TO SUCH PRODUCT, DO NOT AND WILL NOT INFRINGE OR VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY PERSON OR ENTITY, OR ANY APPLICABLE LAW OR REGULATION, AND SHALL FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS EACH MEMBER OF THE PAA AND ANY OTHER INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES ARISING FROM OR IN CONNECTION WITH ANY SUCH INFRINGEMENT OR VIOLATION.

H. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, EACH VISITOR OR SUBSCRIBER WHO ACQUIRES OR WISHES TO ACQUIRE ANY PRODUCT APPEARING IN THIS WEBSITE IS ADVISED TO CONDUCT, AND SHALL IN ANY EVENT BE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR CONDUCTING, ITS OWN DUE DILIGENCE ENQUIRIES, CHECKS AND INVESTIGATIONS, INCLUDING (WITHOUT LIMITATION) CONSULTING THE RELEVANT GOVERNMENT OR REGULATORY AUTHORITIES, AND SEEKING ITS OWN INDEPENDENT LEGAL ADVICE, AS MAY BE NECESSARY AND APPROPRIATE, SO AS TO SATISFY ITSELF AND ENSURE THAT SUCH PRODUCT AND THE RELEVANT ACTIVITIES IN RELATION TO SUCH PRODUCT DO NOT AND WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY PERSON OR ENTITY AND ARE AND WILL BE IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

12. Entire Agreement

These Terms of Use, together with any other Specific Terms relating to Specific Services and Value Added Services (if applicable), constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, and supersede any and all prior written and/or oral representations, understandings, agreements or communications between the parties regarding the subject matter hereof and thereof.

The provisions and terms of any purchase order or other instrument issued by the Visitor or Subscriber shall be of no effect and the acceptance of any such order or instrument shall not in any way extend or alter these Terms of Use (or any other Specific Terms relating to Specific Services and Value Added Services, if applicable).

13. Waivers

Failure of either party to insist at any time upon strict compliance with any provision herein or to seek remedy of any breach shall not constitute or be construed as a waiver of such provision or breach, or of any other rights or remedies.

14. Illegality

If any provision of these Terms of Use is or becomes illegal, invalid or unenforceable ("Affected Provision"), such Affected Provision shall, to the maximum extent possible, be modified and/or replaced by an equivalent legal, valid and enforceable provision in a manner which accords with or which gives effect to, as closely as possible, the original intent of the Affected Provision. If, however, such modification or replacement is not permissible, then the Affected Provision (or the modification, replacement or severance thereof) shall be deemed to be severed from these Terms of Use. The illegality, invalidity or unenforceability of the Affected Provision shall not in any way affect the legality, validity or enforceability of the other provisions of these Terms of Use, which shall remain in full force and effect.

15. Governing Law & Jurisdiction

These Terms of Use shall be construed in accordance with and governed by the laws of the Hong Kong SAR. The Visitor or Subscriber hereby submits to the non-exclusive jurisdiction of the courts of the Hong Kong SAR and/or such other courts of competent jurisdiction as PAA may in its absolute discretion deem fit.