TERMS OF USE

Welcome to our web site.  The Terms of Use (“Terms of Use”) set forth herein is entered into between you (“User” or “you”) and the Taiwan External Trade Development Council (“TAITRA”, “we” or “us”).  This Terms of Use shall govern any and all of your access and use of the websites of Taiwantrade (URL: www.taiwantrade.com.tw) and/or iDealEZ (URL:www.idealez.com) hold by TAITRA (collectively the “Site”).  By accessing and/or using the Site, you are agreeing to comply with and be bound by this Terms of Use.  Please review the following terms and conditions carefully.  If you do not agree to these and conditions, you should not use the Site.

1.     GENERAL

1.1   Content of the Site.  The Site provides an online platform for companies and organizations to access or use of the information, materials, documents, text, images, video clips, directories, files, databases, listings, service, and/or mechanisms provided via the Site and/or use the services concerning business-to-business e-commerce trades, as well as other services, provided via the Site for engaging in e-commerce trades (“Content”).

1.2   Amendment.  TAITRA may, at its sole discretion, amend this Terms of Use at any time by posting the latest Terms of Use on the Site, without any specific notice to User.  It is the responsibility of User to review the most recently published Terms of Use.  No amendment or alteration shall be made to this Terms of Use without TAITRA’s prior consent.

2.     ACCEPTANCE OF TERMS OF USE

2.1   User hereby agrees to the terms and conditions outlined in this Terms of Use.  By accessing and/or using the Site, User accepts and agrees to be bound by this Terms of Use regardless of whether User has actually read and/or reviewed this Terms of Use or not.  Further, by accessing, using, continuing accessing and/or using the Site, User accepts and agrees to be bound by the most updated version of this Terms of Use, if any.  In the event User does not agree any of the terms and conditions set forth in the most updated version of this Terms of Use, User shall cease from accessing and/or using the Site immediately.

2.2   This Terms of Use, together with the Site’s Privacy Policy, Intellectual Property Right Infringement Policy, Product Listing Policy, Liability Disclaimer, Notice of Personal Information Protection and other terms and conditions provided from time to time by TAITRA for User to follow (together with, if User is the Member of the Site, the applicable Membership Agreement) which are incorporated by reference herein, constitute the entire agreement between User and TAITRA, and supersede all prior understandings, agreements, undertakings or warranties with respect to the Site, the information, product or service provided by or through the Site and the subject matter of this Terms of Use. 

3.     CONTENT PROVISION

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

3.2   Limitation of Use.  TAITRA shall have the right to limit User’s use of any and all of the Content, including but not limited to modifying or removing any information posted on the Site by User, or review the information provided by User before posting, for any reason, without giving any prior notice to User.  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 Terms of Use or is otherwise found inappropriate in TAITRA’s opinion.  User acknowledges and agrees that TAITRA shall not be liable to any party for any limitation of the use of the Content set by TAITRA to User.

3.3   Content Provided by Third Party.  User acknowledges and agrees that certain content offered via the Site may be provided by a third party (“Third Party Content”), including but not limited to the Third Party Content provided by a registered user of the Site (“Member”), PayPal, HiTRUST, the issuing bank(s), payment or amount transfer service provider(s), logistics service provider(s), certification service provider(s), eBay, and/or other trading platforms, and TAITRA shall have no liability for such Third Party Content.  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 such Third Party Content at any time without prior notice to User, and TAITRA shall not be liable for any of the foregoing measures.

4.     PROHIBITED USES

4.1   No Reselling.  User’s access, use and/or viewing of the Site shall be limited to its own personal or internal purposes.  Any use of the Content for any purpose not expressly permitted in this Terms of Use is prohibited.  User agrees that it shall not copy, reproduce, download and/or systematic retrieve any Content of the Site for the purpose of distributing, selling, or otherwise commercially exploiting the Content without prior written consent from TAITRA.

4.2   Not for End Consumer.  The products or services listed on the Site shall be only for the purposes of business to business e-commerce trades.  No User shall purchase any product or service as an end consumer or provide any end consumer with any product or service via the Site.  User shall indemnify and hold TAITRA harmless from and against any and all damages and lost arising therefrom.

4.3  Security Violation.  User 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 User, host or network or sending unsolicited e-mail.  Violation of system or network security may result in civil or criminal liability.

4.4   Violation of Law.  User 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.

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

4.6   False Advertising.  User 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.

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

4.8   Prohibition Contractual in Nature.  User understands that the limitations set forth in this Section 4 and, as the case may be, otherwise provided in this Terms of Use are contractual in nature and may not be limited as a technical matter in the Site.

4.9   User 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;

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;

  1. 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);
  2. provide or promote information, content or materials that is obscene;
  3. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  4. contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
  5. involve attempts to copy, reproduce, exploit or expropriate TAITRA’s various proprietary directories, databases, listings and information;
  6. involve any scheme to undermine the integrity of the computer systems or networks used by TAITRA and/or any user of the Content, or attempt to gain unauthorized access to such computer systems or networks;
  7. use or provide 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;
  8. 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;
  9. link directly or indirectly to or include descriptions of goods, services, Content or other materials that violate any law or regulation or are prohibited under this Terms of Use;
  10. be part of a scheme to defraud other Users or other users of the Site or for any other unlawful purpose; and/or
  11. directly or indirectly violate any applicable laws.

5.     TRANSACTIONS BETWEEN MEMBERS

5.1   Independence of Site Provider.  User 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.

5.2  Assumption of Transaction Risks and Liabilities.  User assumes full responsibility for all risks and liabilities in connection with the purchase or sale of products and Content 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 Content 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 Content, 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.

5.3  Indemnification.  In the event any User has a dispute with any trading counterparty, such User 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.

6.     INTELLECTUAL PROPERTY

The Content of 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 Content 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.

7.     DISCLAIMER AND IMITATION OF LIABILITY

7.1  No Liability from User’s Activities.  TAITRA is not responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.

7.2  No Liability from Information Posted by User.  TAITRA is not responsible, and shall have no liability to it or anyone else for any material posted by such User 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 User or third party.  TAITRA shall have no obligation to review any of the contents posted by User on the Site.

7.3  No Liability from Service, Site Error or Interruption.  TAITRA shall not in any way be liable to Users 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 Content or products obtainable therefrom; (ii) the unavailability or interruption of the Site or any features and applications thereof; (iii) User’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 Site; and/or (vi) the cancellation, termination or alternation of the services of the Site, in whole or in part, attributed to User (including but not limited to fail to pay membership fee on time, renew the agreement on time and any other nonperformance of User obligation).

7.4  Disclaimer of Provision of Content.  The Site and/or the Content 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.  Users assume full responsibility and risk for use of the Content on or through the Site.

7.5  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 supplier to sell the items, the ability of any buyer to purchase the products, or that any transaction will be completed.

7.6  Own Risk.  Any materials downloaded or obtained otherwise through the use of the Content is done at each User’s sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that results from the download or use of any such material.

7.7  No Implied Warranty.  TAITRA does not provide any warranties about the Service other than those expressly stated in this Terms of Use.

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

7.9  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 User'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 and User agrees not to bring any action or claim against TAITRA for such disclosure.

7.10 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 User. 

7.11 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 User for all claims relating to the use of the Content, 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 User may have against TAITRA and shall not preclude the requirement by the User to prove actual damages.

8.     PRIVACY POLICY

The Privacy Policy of the Site shall be considered a part of this Terms of Use.  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.  Users should review the Privacy Policy on a regular basis so they can be apprised of any changes.

9.     USER INDEMNIFICATION

Each User 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 User’s violation of this Terms of Use (including but not limited to the representatives and warranties provided by User 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, Content or materials provided by User on the Site.  TAITRA reserves the right to assume the sole and exclusive defense and control of any matter subject to indemnification by Users, which shall not excuse Users’ indemnity obligations.

10.   NOTICES

Except as explicitly provided herein or otherwise, legal notices to TAITRA in connection with this Terms of Use 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 notice to User by e-mail or registered mail in accordance with the contact information provided by User 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.

11.   MISCELLANEOUS

11.1 Governing Law and Jurisdiction.  This Terms of Use shall be governed by the laws of the Republic of China, without reference to conflict of laws principles.  Any dispute arising out of this Terms of Use shall be referred to the jurisdiction of the Taipei District Court in Taipei, the Republic of China for the first instance.

11.2 No Agency.  This Terms of Use shall in no way create, or intend any agency, partnership, joint venture, employment or franchise relationship to be created, between Users and TAITRA.

11.3 Severability.  If any provision or portion of this Terms of Use shall be deemed unenforceable or invalid by any court of competent jurisdiction, such provision or portion shall be struck out and other provisions or portion of this Terms of Use 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).

11.4 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.

11.5 No Waiver.  No waiver or failure by TAITRA to enforce any right or act with respect to any breach by a User under this Terms of Use shall be deemed to waive TAITRA’s right to act with respect to any subsequent breaches.

11.6 Assignment.  TAITRA shall have the right to assign this Terms of Use to any person or entity.  Users may not assign this Terms of Use to any person or entity unless otherwise agreed by TAITRA.

11.7 Language.  In case of any discrepancy between the traditional Chinese version of this Terms of Use and any of its translation, the traditional Chinese version shall prevail.