1.2 SEABAR may amend this Agreement at any time by posting the amended and restated Agreement on this Site. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on May 28, 2020. Posting by SEABAR of the amended and restated Agreement and your continued use of the Service 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 SEABAR.
2. THE SERVICE
2.1 The Service will be offered free-of-charge for an unspecified time period and will have the following core 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 SEABAR and notified to you).
2.2 SEABAR may terminate all or part of the Basic Member Benefits at any time in its sole discretion. SEABAR promises to offer free of charge for the Membership Service at any time in its sole discretion.
2.3 SEABAR shall issue a Member ID and Password (which 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 Member ID and Password and for all activities that occur under the Member ID and Password. A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID 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 SEABAR and each Member shall indemnify SEABAR against any loss or damages (including but not limited to loss of profits) suffered by SEABAR as a result of such multiple use of an Account. Each Member hereby undertakes to notify SEABAR immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that SEABAR shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.
2.4 SEABAR 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. SEABAR 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 SEABAR.
2.5 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 SEABAR 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 SEABAR.
(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 SEABAR 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;
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) contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
f) 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;
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) involve attempts to copy, reproduce, exploit or expropriate EC Plaza's various proprietary directories, databases and listings;
j) 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; and
k) involve any scheme to undermine the integrity of the computer systems or networks used by SEABAR and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;
l) link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement or the STU; or
m) otherwise create any liability for SEABAR 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. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member's consent to be obtained before SEABAR may contact the business referees.
3.4 Each Member acknowledges and agrees that SEABAR 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. SEABAR 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.
3.5 Each Member 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 EC Plaza or authorizes EC Plaza 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.
3.6 If any Member breaches the representations, warranties and covenants of paragraphs 3.1, 3.2, 3.3, 3.4 or 3.5 above, or if SEABAR has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, SEABAR has the right to suspend or terminate the Service 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 SEABAR. Further, SEABAR reserves the right in it sole discretion to remove any material it reasonably believes that is unlawful, could subject SEABAR to liability, violates this Agreement or the STU or is otherwise found inappropriate in SEABAR's opinion. SEABAR 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, SEABAR 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 SEABAR shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against SEABAR for such disclosure. In connection with any of the foregoing, SEABAR may suspend or terminate the Account of any Member as SEABAR deems appropriate in its sole discretion.
3.7 Each Member agrees to indemnify SEABAR, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of information or deletion thereof, from such Member's use of the Service or from such Member's breach of this Agreement or the STU. Each Member further agrees that SEABAR is not responsible, and shall have no liability to it or anyone else for any material posted by such Member or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. SEABAR reserves the right; at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with SEABAR in asserting any available defenses.
4. LIMITATION LIABILITY
4.1 THE FEATURES AND SERVICES ON THE SEABAR SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND SEABAR 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.
4.2 Any material downloaded or otherwise obtained through the Site is done at each Member's sole discretion and risk and each Member 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 Member from SEABAR or through or from the Site shall create any warranty not expressly stated herein.
4.3 Under no circumstances shall SEABAR 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.
4.4 Each Member hereby agrees to indemnify and save SEABAR, 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 Member's use of the Site (including but not limited to the display of such Member's information on the Site) or from its breach of any of the terms and conditions of this Agreement. Each Member further agrees that SEABAR 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 Member. SEABAR 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 SEABAR in asserting any available defenses.
4.5 SEABAR 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) unauthorized access by third parties to data or private information of any Member;
c) statements or conduct of any Member of the Site; or
d) any matters relating to Paid Services however arising, including negligence.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 SEABAR is the sole owner or lawful licensee of all the rights to the Site and the SEABAR Content. The Site and SEABAR 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 SEABAR Content shall remain with SEABAR, its affiliates or licensors of the SEABAR Content, as the case may be. All rights not otherwise claimed under this Agreement or by SEABAR are hereby reserved.
5.2 "SEABAR", "seabar-china.com", and related icons and logos are registered trademarks or trademarks or service marks of SEABAR Technologies Co., Ltd. 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.
6.2 SEABAR 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 herein 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 SEABAR's failure to enforce any right or failure to act with respect to any breach by a Member under these terms and conditions will not waive that right nor waives SEABAR's right to act with respect with subsequent or similar breaches.
6.6 SEABAR 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.
6.7 This Agreement shall be governed by the laws of People's Republic of China without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of People's Republic of China.