1. PURPOSE AND SCOPE

1.1 The Agreement. 
The content herein sets forth the terms and conditions of the Taiwan Trade Online Membership Agreement (“Agreement”) between a member of Taiwantrade platform (“Member”) and Taiwan External Trade Development Council (“TAITRA”).  This Agreement shall govern any and all of the Member’s access and use of the website of TAITRA identified by the URL www.taiwantrade.com.tw (the “Site” or “Taiwantrade”).

1.2 Services of the Site.
The Site provides an online platform for companies and organizations to engage in business-to-business e-commerce trades through use of the services provided via the Site, including but not limited to services provided for enabling the listing and purchasing of the products or services for supplier members and buyer members, subject to the terms and conditions set forth herein (“Services”).  The Services regarding listing, ordering and purchasing of the products or services provided by TAITRA are currently free of charge.  TAITRA reserves the right to charge for any and all of the Services at any time.

1.3 Amendment. 
TAITRA may, at its sole discretion, amend this Agreement at any time by posting the latest Agreement on the Site, without any specific notice to Member.  It is the responsibility of Member to review the most recently published Agreement.

2. ACCEPTANCE OF TERMS

2.1 Member agrees to the terms and conditions outlined in this Agreement.  By applying for membership with TAITRA, Member accepts and agrees to be bound by this Agreement regardless of whether Member has actually read and/or reviewed this Agreement or not.  Further, by logging in the Site with the member account and/or using or continuing using the Services provided on the Site, Member accepts and agrees to be bound by the most updated version of this Agreement, if any.  In the event Member does not agree any of the terms and conditions set forth in the most updated version of this Agreement, Member shall cease from using the Services provided via the Site immediately.

2.2 This Agreement, together with the Site’s Privacy Policy and the other terms and conditions provided from time to time by TAITRA for Member to follow which are incorporated by reference herein, constitute the entire agreement between Member and TAITRA, and supersede all prior understandings, agreements, undertakings or warranties with respect to the Site, the content, product or services provided by or through the Site and the subject matter of this Agreement. 

3. MEMBERSHIP

3.1 Application of Membership. 
Member shall be a legal entity or an individual having legal capacity to form legally binding contracts.  Applicant wishing to use the services on Taiwantrade shall provide all information and documents requested by TAITRA, including but not limited to the information specified in the membership application form provided by TAITRA online.  After the applicant enters the foregoing required information and agrees to and accepts the terms and conditions provided herein, TAITRA may then, at its sole discretion, permit request for membership.

3.2 Rejection and Suspension of Application. 
TAITRA may reject an application for the following reasons:

1. The information provided by the applicant to TAITRA and/or on the Site, including but not limited to those in the membership application form, is false, untrue, inaccurate or incomplete;
2. The applicant requests for service through the Site by using the name or information of a third party;
3. The application is of an illegal nature or unreasonable; and/or
4. Any other reason that TAITRA deems appropriate.

TAITRA may suspend the application and notify, through e-mail or by other way TAITRA deems appropriate, such applicant of pending its submission of additionally requested information and materials in order to determine whether application for membership may be accepted.

3.3 Membership Application Accepted. 
TAITRA may issue a Member ID and assign a password to the applicant whose application is permitted to access the Services through such Member’s account.  Member shall be responsible for maintaining confidentiality of its Member ID, password and account information, and no Member shall share or permit the use of its Member ID, password or account information with any third party.  Member acknowledges and agrees that sharing of its Member ID, password or account information with other persons will cause irreparable harm to TAITRA and Member shall indemnify TAITRA against any losses or damages suffered by TAITRA as a result of such sharing or multiple use of the account.      

3.4 Cancel of Membership. 
TAITRA may, at its sole discretion, cancel, modify, upgrade, suspend or terminate the membership or application of Member at any time without prior notice.

3.5 Information provided. 
Member shall provide true, accurate, current and complete information in connection with its application of membership and use of the Site, and maintain and promptly amend all information to keep such information updated, true, accurate, current and complete.

4. PROVISION OF SERVICE

4.1 The Services. 
TAITRA shall have the rights to determine the content and the way the Services provided.  Member confirms that TAITRA may, at its sole discretion, remove, cancel, modify, upgrade, suspend or terminate any and all of the Services at any time without prior notice to Member.

4.2 Limitation of Services. 
TAITRA shall have the right to limit Member’s use of any and all of the Services, including but not limited to modifying or removing any contents posted on the Site by Member, or review the contents provided by Member before posting , for any reason, without giving any prior notice to Member.  TAITRA reserves the right in it sole discretion to remove any material it reasonably believes that is unlawful, could subject TAITRA to liability, violates this Agreement or is otherwise found inappropriate in TAITRA’s opinion.  Member acknowledges and agrees that TAITRA shall not be liable to any party for any limitation of the Services set by TAITRA to Member.

4.3 Service Provided by Third Party.  Member acknowledges and agrees that the services offered via the Site may be provided by a third party, including but not limited to the services provided by PayPal, and TAITRA shall have no liability for such third party services.  Member shall follow the terms and conditions set forth by such third party provider (including but not limited to the restriction set forth by PayPal in accordance with the applicable laws and regulations regarding foreign exchange control as the case may be).  TAITRA may, at its sole discretion, remove, cancel, modify, upgrade, suspend or terminate any and all such third party services at any time without prior notice to Member, and TAITRA shall not be liable for any of the foregoing measures. 

5. PROHIBITED USES

5.1 Not for End User. 
The Site provides the online platform for Member to engage in only business to business e-commerce trades.  No Member shall purchase any product or service as an end user or provide any end user with any product or service via the Site.  Member shall indemnify and hold TAITRA harmless from and against any and all damages and lost arising therefrom.

5.2 Security Violation. 
Member is prohibited from violating or attempting to violate the security of the Site including, without limitation, accessing data not intended for them or logging into a server or account which they are not authorized to access, attempting to probe, scan or test the vulnerability of a system or network or attempting to breach security or authentication measures without proper authorization, attempting to interfere with service to any Member, host or network or sending unsolicited e-mail.  Violation of system or network security may result in civil or criminal liability.

5.3 Violation of Law. 
Member shall not use the Site (1) for transmitting, distributing or storing material in violation of any applicable law or regulation; or (2) in any manner that will infringe the copyright, trademark, trade secrets or other intellectual property rights of others or violate the privacy or publicity or other personal rights of others; (3) in any manner that is libelous, obscene, threatening, abusive or hateful; or (4) in any manner against any applicable laws.

5.4 No Legal Capacity. 
Member shall not use the Site if it does not have legal capacity to form legally binding contracts.

5.5 False Advertising. 
Member shall not post any advertisement on the Site which contains any false, inaccurate, misleading or libelous content.  Also, the advertisement shall not be fraudulent or involve sale of counterfeit goods.

5.6 Spam. 
Member shall not engage in spamming, including but not limited to any form of emailing that is unsolicited.

5.7 Prohibition Contractual in Nature. 
Member understands that the limitations set forth in this Section 5 and, as the case may be, otherwise provided in this Agreement are contractual in nature and may not be limited as a technical matter in the Site.

6. CONTENT LICENSE

By posting content on the Site, Member unconditionally grants TAITRA a non-exclusive, perpetual, worldwide, irrevocable, royalty-free right to exercise the copyright, publicity and database rights, and any other rights they have in the content in order that TAITRA can host and display the content, compile statistics, conduct any analysis, use and make public the content related to business of TAITRA , promote the Site, and carry out the purposes set out in the Privacy Policy and any other matters related to this Agreement.  For the avoidance of doubt, the license set forth in this Section 6 shall survive termination of this Agreement.

7.TRANSACTIONS BETWEEN BUYERS AND SUPPLIERS

7.1 Independence of Site Provider. 
Member acknowledges and agrees that TAITRA is not a party of, nor is it involved in, any transaction related to the Site as any buyer, seller or trading counterparty, and TAITRA does not represent the seller or the buyer either.

7.2 Assumption of Transaction Risks and Liabilities. 
Member assumes full responsibility for all risks and liabilities in connection with the purchase or sale of products and services on the Site and acknowledges and agrees that TAITRA shall not be responsible or liable for any damages, liabilities, costs, inconveniences, business disruption or expenditures of any nature that may arise as a result of or relating to any transaction risks or liabilities, including without limitation: the lawfulness of the products or services offered for sale on the Site, the ability of the suppliers to complete a sale or the buyers to complete a purchase, misrepresentation in quality, quantity or safety, mislabeling, defective of the products or services, availability in payment or delay, fraudulent schemes, breach of warranties and delivery mishap.

7.3 Terms and Conditions of Transactions. 
Member shall be fully responsible for all the terms and conditions in connection with any transaction conducted on or through the Site, including payment terms, return policy, warranties, shipping method, fees, taxes, storage, delivery and insurance. 

7.4 Dispute resolution. 
Member acknowledges and agrees that, in the event any dispute arising out of or in connection with any transaction conducted on or through the Site relates to any services provided by PayPal (including but not limited to that the payment performed under such transaction is made via PayPal), such dispute shall be resolved under the mechanism of dispute resolution provided by PayPal.  Member hereby agrees that any transaction conducted on or through the Site shall be governed by, and construed in accordance with, the laws of Taiwan, the Republic of China, without reference to conflict of laws principles.

7.5 Indemnification. 
In the event any Member has a dispute with any party to a transaction, such Member agrees to indemnify and hold TAITRA harmless from any and all claims, demands, costs, expenses (including but not limited to court expenses or attorney fees), actions and damages (including actual, direct, indirect, consequential and special damages) arising out of or in connection with such transaction.

8. MEMBER REPRESENTATIONS AND WARRANTIES

8.1 Member hereby represents, warrants and agrees to (i) provide true, accurate, current and complete information about itself and its business references as may be required by TAITRA and (ii) maintain and promptly amend all information to keep it true, accurate, current and complete.

8.2 Member hereby represents, warrants and agrees that its use of the Service and the Site shall not:

1. 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 laws, or otherwise promote other illegal activities;
2. infringe or otherwise encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secrets or other proprietary right or rights of publicity and privacy or other legitimate rights;
3. violate any applicable law, statute or regulation (including without limitation those governing import/export control, unfair competition, foreign exchange control, anti-discrimination or false advertising);
4. provide or promote information, content or materials that is obscene;
5. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
6. contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
7. involve attempts to copy, reproduce, exploit or expropriate TAITRA’s various proprietary directories, databases, listings and information;
8. involve any scheme to undermine the integrity of the computer systems or networks used by TAITRA and/or any user of the Services, or attempt to gain unauthorized access to such computer systems or networks;
9. 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 data;
10. 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;
11. 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;
12. be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose; or
13. directly or indirectly violate any applicable laws.

8.3 Member acknowledges and agrees that TAITRA shall have no obligation to actively monitor or exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Services, although it reserves the right to do so.  TAITRA 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 shall be held legally liable or accountable for the content of their comments or other material or information.

8.4 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 TAITRA or authorizes TAITRA 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.  Member further represents, warrants and agrees that it has the right and authority to make offers to purchase, purchase, make payment for, sell, distribute or offer to sell or distribute the products described in the material or information it posts on the Site or provides to TAITRA or authorizes TAITRA to display.

9. NTELLECTUAL PROPERTY

The text, images, layout, database, graphics, pictures, sounds or audio formats, software, brands and all other materials on the Site are the intellectual properties of TAITRA or other right holders, as the case may be, which are protected by the applicable laws related to copyright, trademark and other proprietary rights and may not be downloaded or otherwise duplicated without the express written permission of TAITRA or the right holders.  All title, ownership and intellectual property rights in the Services shall remain with TAITRA.  Use of any of the foregoing without obtainment of consent from TAITRA is strictly prohibited and TAITRA reserves all rights therein.

10. DISCLAIMER AND IMITATION OF LIABILITY

10.1 No Liability from Information Posted by Member. 
TAITRA 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.  TAITRA shall have no obligation to review any of the contents posted by Member on the Site.

10.2 No Liability from Site Error or Interruption. 
TAITRA shall not in any way be liable to Members or any third parties for any loss, injury, claim, liability or damage of any kind resulting from (i) any errors or inaccuracies in or omissions from the Site or any Services or products obtainable therefrom; (ii) the unavailability or interruption of the Site or any features and applications thereof; (iii) Member’s use of the Site; (iv) the content contained on the Site; or (v) any delay or failure in performance due to the use of or inability to use the Services.

10.3 Disclaimer of Provision of Services. 
The Site and/or the products, Services, information and documents provided through the Site are provided on an “as-is” basis and TAITRA hereby expressly disclaims any and all warranties, whether express or implied, including, without limitation, any warranties of title, quality, condition, performance, accuracy, reliability, merchantability or non-infringement.  To the maximum extent permitted by law, all such warranties, representations, conditions and terms are hereby excluded.  Members assume full responsibility and risk for use of the Services on or through the Site.

10.4 No Representation of Accuracy or Ability. 
Although TAITRA will endeavor to ensure maximum integrity and accuracy of the Site, to the maximum extent permitted by law, TAITRA makes no representations, warranties about the validity, legality, accuracy, quality, reliability, stability or completeness of any information or products provided on or through the Site, the ability of any seller to sell the items, the ability of any buyer to purchase the products, or that any transaction will be completed.

10.5 Own Risk. 
Any materials downloaded or obtained otherwise through the use of the Services 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 results from the download or use of any such material.

10.6 No Implied Warranty. 
No advice or information, whether oral or written, obtained by Members from TAITRA through the Site or otherwise, shall create any warranty, representation or guarantee not expressly stated in this Agreement.

10.7 Links to Other Sites. 
The Site may contain links to third party web sites.  These are provided solely as a convenience to Members and not in any way as an endorsement by TAITRA of the contents on such third-party web sites.  If any Member accesses any linked third party web sites, such Member(s) does so entirely at its own risk.

10.8 Cooperate with Government Authorities. 
TAITRA 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.  TAITRA may disclose the Member's identity, contact and any other 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 TAITRA shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against TAITRA for such disclosure.

10.9 No Consequential Damages. 
In no event shall TAITRA be liable for any damages including, without limitation: special, direct, indirect, incidental or consequential damages, including but not limited to damages from loss of profits, goodwill, use, data or other intangible losses, business interruption, whether or not TAITRA has been advised of the possibility of such damages, arising out of or in connection with the use of the Site; inability to use by any party, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, system failure or unauthorized access by third parties to data or private information of any Member.

10.10 Aggregate Liability. 
Without prejudice to the above and subject to applicable laws, the aggregate liability of TAITRA, its employees, agents, directors, officers, affiliates, representatives, assigns, third party suppliers of information or documents or anyone acting on its behalf with respect to each Member for all claims relating to the use of the Services, the Site or the information, products and documents provided on the Site shall be limited to NT$20,000; such amount shall be in lieu of all other remedies which Member may have against TAITRA and shall not preclude the requirement by the Member to prove actual damages.

11. PRIVACY POLICY

In addition to this Agreement, TAITRA maintains a Privacy Policy that is posted separate from this Agreement.  The Site’s current Privacy Policy practices are accessible through the “Privacy Policy” link located near the bottom of most pages on the Site.  You may also click here to review TAITRA Privacy Policy.  As a result of the World Wide Web evolving constantly, security features and privacy policies may change from time to time.  TAITRA reserves the right to amend or modify its Privacy Policy at any time.  Members should review the Privacy Policy on a regular basis so they can be apprised of any changes.

12. TERMINATION

12.1 Termination by TAITRA. 
TAITRA may terminate this Agreement and any Member’s access to or use of the Site or any portion thereof, immediately, in its sole discretion without cause.  Termination of this Agreement under this Section12.1 shall be in addition to, and not a waiver of, any remedy at law or in equity available to TAITRA arising from Member's breach of this Agreement.

12.2 Termination by Member. 
Member may terminate this Agreement by issuing a notification specifying its intention to terminate this Agreement to TAITRA.  This Agreement shall be terminated upon TAITRA’s consent to such Member’s notification.

12.3 Upon termination of this Agreement, TAITRA shall have the rights, among other things, to remove, cancel or take down any and all information, materials, services and/or products posted by Member on the Site.  TAITRA may further notify any other member of the Site (including but not limited to a member involving in any proposed transaction regarding the services or products posted by such Member on the Site) or any other person of such termination to the extent that TAITRA deems appropriate.

13. MEMBER INDEMNIFICATION

Each Member agrees to indemnify, defend and hold harmless TAITRA, its employees, agents, directors, officers, affiliates, representatives, assigns, third party suppliers of information or documents or anyone acting on its behalf from any liability, demand, claim, loss, expense (including but not limited to court expenses and attorney fees) and damages related to such Member’s violation of this Agreement (including but not limited to the representatives and warranties provided by Member herein) and the materials incorporated by reference herein, use of the Service through the Site, or alleged or actual infringement or violation of the rights of others, including but not limited to the infringement of patent, copyright, trademark or any other intellectual property rights in connection to the products, services or materials provided by Member on the Site.  TAITRA reserves the right to assume the sole and exclusive defense and control of any matter subject to indemnification by Members, which shall not excuse Members’ indemnity obligations.

14. NOTICES

Except as explicitly provided herein or otherwise, legal notices to TAITRA in connection with this Agreement shall be served by e-mail to e-member@taitra.org.tw or by registered mail to the address to 7 Fl., 333 Keelung Rd., Section 1, Taipei 11012, Taiwan ROC.  TAITRA may deliver legal notice to Member by e-mail or registered mail in accordance with the contact information provided by Member in its application.  Notice by e-mail shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the email address is invalid.  Notice by registered mail shall be deemed given three (3) days after the date of mailing.

15. MISCELLANEOUS

15.1 Governing Law and Jurisdiction. 
This Agreement shall be governed by, and construed in accordance with, the laws of Taiwan, the Republic of China, without reference to conflict of laws principles.  Any controversy or claim out of or relating to this Agreement or making, performance, interpretation or breach hereof shall be referred to the jurisdiction of the Taipei District Court in Taipei, the Republic of China for the first trial.

15.2 No Agency. 
This Agreement shall in no way create, or intend any agency, partnership, joint venture, employment or franchise relationship to be created, between Members and TAITRA.

15.3 Severability. 
If any provision of this Agreement shall be deemed unenforceable or invalid by any court of competent jurisdiction, such provision shall be struck out and other provisions of this Agreement shall remain in full force and effect.

15.4 Headings. 
Headings herein are inserted for convenience of reference only and in no way define, limit, construe or describe the scope or extent of such section.

15.5 No Waiver. 
No waiver or failure by TAITRA to enforce any right or act with respect to any breach by a Member under this Agreement shall be deemed to waive TAITRA’s right to act with respect to any subsequent breaches.

15.6 Assignment. 
TAITRA shall have the right to assign this Agreement to any person or entity.  Members may not assign this Agreement to any person or entity.

15.7 Language. In case of any discrepancy between the English version of this Agreement and any of its translation, the English version shall prevail.