Taiwantrade / iDealEZ Membership Agreement for Supplier Member

1.     PURPOSE AND SCOPE

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

1.2   Services of the Site. The Site provides an online platform for companies and organizations to use the services concerning business-to-business e-commerce trades, as well as other services, provided via the Site, including but not limited to services provided for enabling the listing and purchasing of the products or services for 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.  No amendment or alteration shall be made to this Agreement without TAITRA’s prior consent.

2.     ACCEPTANCE OF TERMS

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

2.2   This Agreement, together with the Site’s Privacy Policy, Terms of Use, Product Listing Policy, Liability Disclaimer, Intellectual Property Right Infringement Policy, Notice of Personal Information Protection, and the other terms and conditions provided from time to time by TAITRA for the Member to follow which are incorporated by reference herein, constitute the entire agreement between the 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. The Member shall be a legal entity or an individual having legal capacity to form legally binding contracts.  Applicant wishing to use the services of the Site 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 in the membership application form, ,or any other information provided by the applicant to TAITRA and/or on the Site, is false, untrue, inaccurate or incomplete;
(2)    The applicant requests for service through the Site in the name 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.
The Member shall be responsible for maintaining confidentiality of the 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.  The Member acknowledges and agrees that sharing of its Member ID, password or account information with other persons will cause irreparable harm to TAITRA and the 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   Alternation and Cancellation of Membership. TAITRA may, at its sole discretion (which may be based on including but not limited to suspension of business, company dissolution and/or other reason TAITRA deems appropriate ), cancel, modify, upgrade, alter, suspend or terminate the membership or application of the Member at any time without prior notice.

3.5   Information provided. The 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.

3.6   Transfer of Membership. To apply for transfer of membership, the Member shall provide TAITRA with the transfer application in the form prescribed by TAITRA, together with any and all information and documents requested by TAITRA.  TAITRA is entitled to, at its sole discretion, reject the request for membership transfer.

3.7   Payment and Refund . E-portal Member shall pay the applicable membership fee on time. To apply for refund, the Member shall provide TAITRA with the refund application in the form prescribed by TAITRA, together with any and all information and documents requested by TAITRA.  The refund shall be, after deduction of the values for all products and/or services which have been provided to the Member and any and all fee and/or amount which should be paid to TAITRA, determined on a pro-rata basis based on the remaining term of the membership.  The said products and/or services values to be deducted shall be the products and/or services values listed on the Member's purchase order.  In case Member fails to apply for refund within the time period prescribed by TAITRA, Member shall not be capable of requesting for any refund,   TAITRA may, at its sole discretion, permit request for refund.

4.     PROVISION OF SERVICE

4.1   Content of the Service and Alteration thereof. TAITRA shall have the rights to determine the content and the way the Services provided.  The Member confirms that TAITRA may, at its sole discretion, remove, modify, upgrade, suspend, cancel or terminate any and all of the Services at any time without prior notice to Member.  In the event Member fails to provide any material necessary to the Services or to use the Services within the time period prescribed by TAITRA, Member shall not be capable of enjoying the Services and shall have no right to request for any damages resulting therefrom.

4.2   Limitation of Services. TAITRA shall have the right to limit the 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 the Member, or review the contents provided by the Member before posting, for any reason, without giving any prior notice to the 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.  The Member acknowledges and agrees that TAITRA shall not be liable to any party for any limitation of the Services set by TAITRA to the Member.

4.3   Service Provided by Third Party. The Member acknowledges and agrees that the services offered via or relating to the Site may be provided by third parties (including but not limited to the services provided by PayPal, HiTRUST, the issuing bank(s), payment or amount transfer service provider(s), logistics service provider(s), certification service provider(s), and other product or service provider(s)) and TAITRA shall have no liability for such service(s) of the third party(ies).  The Member shall follow the terms and conditions set forth by such third party provider (including but not limited to the restriction set forth by the third party in accordance with the applicable laws and regulations regarding foreign exchange control or others as the case may be).  TAITRA is entitled to, at its sole discretion, remove, modify, upgrade, suspend, cancel or terminate any and all of such third party services at any time without prior notice to the Member.  TAITRA shall not be liable for any of the foregoing measures.

4.4   Sales on Other Website. Member may be allowed to post its products or services on eBay or other trading platforms ("Cooperation Platform(s)") by using the function provided by the back end of the Site and/or being introducing by TAITRA (subject to the services available to Members).  Member acknowledges and agrees the follows:
(1)    Member shall maintain an account of Cooperation Platform(s) for doing transaction(s) as well as any other activities on Cooperation Platform(s).  Member shall review, confirm and ensure that the products or services transmitted to Cooperation Platform(s) via the back end of the Site are correctly listed on Cooperation Platform(s), and shall update any and all information regarding the products or services posted thereon; 
(2)    Member shall ensure that it has obtained appropriate credentials and rights to post products or services on Cooperation Platform(s), and that it has the right to do its transaction(s) and other activities on Cooperation Platform(s);
(3)    The transaction(s) of Member relating to the products or services posted on Cooperation Platform(s), as well as any other activities in connection with the Member thereon, shall have nothing to do with TARTRA; in no event shall TARTRA be responsible for those transaction(s) and activities of the Member;
(4)    The services provided to Member via Cooperation Platform(s) are supplied by Cooperation Platform(s) or other third party; in no event shall TARTRA be responsible for those third party services (including but not limited to the online transaction services provided by Cooperation Platform(s));
(5)    Member hereby agrees that TARTRA shall not be responsible for any and all damages resulting from the Member’s posting of the products or services on Cooperation Platform(s) or the linkage or connection of the Member to Cooperation Platform(s);
(6)    Member shall comply with any and all rules and terms of Cooperation Platform(s), as well as the laws and regulations to the extent applicable (including but not limited to the laws and regulations concerning the content posted by the Member on Cooperation Platform(s)); Member shall indemnify and hold TAITRA harmless from and against any and all liabilities and damages (including but not limited to any court expenses and attorney fees) arising out of or in connection with the Member’s posting of the products or services, as well as any other activities, conducts and behaviors of the Member, on Cooperation Platform(s); and
(7)    The linkage, connection or cooperation of Site and Cooperation Platform(s) is provided for the purposes of convenience to Member; in no event shall such linkage or connection be construed as an endorsement of TARIRA for the behaviors of Cooperation Platform(s) and its visitors, as well as the transactions performed thereon; Member shall bear the risk arising out of or in connection with its posting of products or services on Cooperation Platform(s).

5.     PROHIBITED USES

5.1   Not for End User. The products or services listed on the Site shall be only for the purposes of business to business 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.  The Member shall indemnify and hold TAITRA harmless from and against any and all damages and lost arising therefrom.

5.2   Security Violation. The 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 the system or network security may result in civil or criminal liability.

5.3   Violation of Law. The 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 patent, trademark, copyright, 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. The Member shall not use the Site if it does not have legal capacity to form legally binding contracts.

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

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

5.7   Prohibition Contractual in Nature. The 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.

5.8   Listing Restriction. The Member shall not engage in the following activities on the Site:
(1)    Release, post, or trade via the Site any controlled articles set forth in the Punishment of Smuggling Act, the smuggled goods controlled by the Customs Anti-Smuggling Act imported without the customs clearance, products or services infringing upon another person’s intellectual property right, and any products or services against applicable laws and regulations (You may also click this link to view the products prohibited or restricted by TAITRA from listing); and/or
(2)    Provide any products or services deemed by TAITRA prohibited from being traded, or inappropriate to be traded, via the Site.

6.     CONTENT LICENSE

By posting content on the Site or providing TAITRA with any content in any other manner, the Member unconditionally grants TAITRA a non-exclusive, perpetual, worldwide, irrevocable, royalty-free right (including but not limited to, the copyright and any other rights in the content owned by the Member) to use 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/or 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 THE MEMBERS

7.1   Independence of Site Provider. The 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, supplier or trading counterparty, and TAITRA does not represent the supplier or the buyer either.

7.2   Assumption of Transaction Risks and Liabilities. The 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 (including but not limited to stock and logistics affairs) or the buyers to complete a purchase, misrepresentation, quality, quantity, safety, mislabeling, defective of the products or services, insolvency or overdue payment, fraudulent schemes, breach of warranties and delivery mishap).  The Member shall be fully responsible for the aforementioned transaction risks and liabilities.

7.3   Terms and Conditions of Transactions. The Member shall be fully responsible for all the terms and conditions in connection with any transaction conducted on or through the Site, including but not limited to, payment terms, return policy, warranties, shipping method, fees, taxes, storage, delivery and insurance.

7.4   Dispute resolution of Transactions. The Member acknowledges and agrees that, if any dispute arising out of or in connection with any transaction conducted on or through the Site relates to any services provided by PayPal, such dispute shall be resolved under the mechanism of dispute resolution provided by PayPal; if the dispute relates to any services provided by HiTRUST and/or the issuing bank(s), Member shall reach HiTRUST and/or the issuing bank(s) for resolution; if the dispute relates to other institution(s) or product or service provider(s), Member shall reach the corresponding institution(s) or product or service provider(s) for resolution.  Any dispute or matter arising out of or in connection with any transaction conducted on or through the Site shall be governed by the laws of the Republic of China, without reference to conflict of laws principles.

7.5   Indemnification. In the event any Member has a dispute with any trading counterparty, such Member agrees to indemnify and hold TAITRA harmless from any and all damages (including actual, direct, indirect, consequential and special damages) or expenses (including but not limited to those for claims, requests, actions, or demands (including court expenses and attorney fees)) suffered or incurred by TAITRA therefor.

8.     MEMBER REPRESENTATIONS AND WARRANTIES

8.1   The 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, complete and updated.

8.2   The Member hereby represents, warrants and agrees that its use of the Service and the Site shall be free from the following circumstances:
(1)    containing fraudulent information or making 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)    infringing or otherwise encouraging the infringement or violation of any third party's copyright, patent, trademarks, trade secrets or other proprietary rights, privacy or other legitimate rights;
(3)    violating any applicable laws, statutes or regulations, including without limitation those governing import/export control, unfair competition, foreign exchange control, anti-discrimination or false advertising;
(4)    providing or promoting any information, content or material that is obscene;
(5)    promoting discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(6)    containing information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
(7)    involving attempts to copy, reproduce, exploit or expropriate TAITRA’s various proprietary directories, databases, listings and information;
(8)    involving 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)    involving 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)  containing 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)  linking directly or indirectly to or including descriptions of goods or services or other materials that are prohibited under any laws and regulations or this Agreement;
(12)  being 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 violating any applicable laws.

8.3   The 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.  The Member shall be held legally liable or accountable for the content of their comments or other material or information.

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

9.     INTELLECTUAL 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 the 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 Services, 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 Service provided or the content contained on the Site; (v) any delay or failure in performance due to the use of or inability to use the Services; and/or (vi) the cancellation, termination or alternation of Services, in whole or in part, attributed to Member (including but not limited to fail to pay membership fee on time, renew the agreement on time and any other nonperformance of Member obligation).

10.3 Disclaimer of Provision of Services. The Site, the Services and/or the products, 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.  The 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 or 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 supplier 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. TAITRA does not provide any warranties about the Service other than those 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 government(s), court(s), prosecution or investigation agency(ies), law enforcement body(ies), private investigator(s), and/or injured third party(ies) in the investigation of any suspected criminal, civil or administrative illegal conduct(s).  TAITRA may disclose the Member's identity, contact and any other information, if requested by government(s), court(s), prosecution or investigation agency(ies), law enforcement body(ies), private investigator(s) or injured third party(ies), or as a result of a subpoena or other legal action, and TAITRA shall not be liable for damages or results thereof.  The Member agrees not to bring any action, request or claim (including litigation) 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 the Member may have against TAITRA and shall not preclude the requirement by the Member to prove actual damages.

11.   PRIVACY POLICY

The Privacy Policy of the Site shall be considered a part of 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 available to TAITRA.

12.2 Termination by the Member. The 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 the Member.  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 damages (including but not limited to any court expenses and attorney fees) related to such Member’s violation of this Agreement (including but not limited to the representatives and warranties provided by the Member herein) or 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, trademark, copyright 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 the Members, which shall not excuse the Members’ indemnity obligations.

14.   NOTICES

Except as explicitly provided herein or otherwise, the Member’s legal notices to TAITRA in connection with this Agreement shall be served by e-mail to member@taiwantrade.com.tw or by registered mail to the address to 7 Fl., 333 Keelung Rd., Section 1, Taipei 11012, Taiwan ROC.  TAITRA may deliver legal notices to the Member by e-mail or registered mail in accordance with the contact information provided by the 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 the laws of the Republic of China, without reference to conflict of laws principles.  Any dispute arising out of this Agreement shall be referred to the jurisdiction of the Taipei District Court in Taipei, the Republic of China for the first instance.

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 or portion of this Agreement shall be deemed unenforceable or invalid by any court of competent jurisdiction, ,such provision or portion shall be struck out and the other provisions or portions of this Agreement shall remain in full force and effect.  Any such unenforceable or invalid provision or portion thereof shall be changed so as to best accomplish the objectives of such provision or portion within the limits of applicable law(s).

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 unless otherwise agreed by TAITRA.

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