CHAINPAGES.COM Terms of Use Agreement

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

This Terms of Use Agreement (the "Agreement") describes the terms and conditions applicable to your use of the Chainpages web site which is identified by the uniform resource locator www.chainpages.com (the"Site"). This Agreement is entered into between you as the user of the Site (the" User") and Chainpages.com E-Commerce Corp. ("Chainpages").

1.                Application of and Acceptance of Terms and Conditions.

1.1 For purposes of this Agreement, a "User" is any person who accesses the Site for whatever purpose, regardless of whether said User has registered with Chainpages as a registered User or whether said User is a paying customer for a specific service provided by Chainpages.com. A User includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority.

1.2 By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Site and any further upgrade, modification, addition or change to this Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site.

1.3 This Agreement applies to each Premium Service (as defined below) in addition to any terms and conditions that may be applicable to such specific Premium Service provided, however, that (a) in the event of any conflict or inconsistency between any provision of the terms and conditions that may be applicable to such Premium Service and any provision of this Agreement, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favorable to Chainpages.com and/or its affiliates; and (b) only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of the terms and conditions applicable to such specific Premium Service shall prevail.

1.4 Chainpages.com may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on January 18, 2005. Posting by Chainpages of the amended and restated Agreement and your continued use of the Site 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 Chainpages.com.

2.                Premium Services.

2.1 Access to the Site and certain of its features are provided to all Users free of charge. However, Chainpages.com reserves the right, without prior notice, to restrict access to certain areas or features of the Site ("Premium Services") to paying Users or Users who undergo a specific registration process. Access to and use of these Premium Services are governed by additional terms and conditions under separate agreements in addition to this Agreement.

2.2 Chainpages reserves the right to deny Premium Services to any User for whatever reason in order to protect the interests of Chainpages.com.

3.                Users Generally.

3.1 Users may use this Site solely for their own personal or internal purposes. Each User agrees that it shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through the Site (the "Chainpages Content") for the purpose of re-selling or re-distributing the Chainpages.com Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with Chainpages.com, or otherwise commercially exploiting the Chainpages.com Content. Systematic retrieval of Chainpages.com Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Chainpages.com is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.

3.2 Some of the Chainpages.com Content displayed on this Site is provided or posted by third parties ("Third Party Content"). Chainpages.com is not the author of third-party content, whether contributed by anonymous users or paid content providers. Neither Chainpages.com nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of our display of the Third Party Content on the Site. Any Third Party Content is the sole responsibility of the party who provided the content. Chainpages.com is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance of such Third Party Content. In addition, Chainpages 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.

3.3 Chainpages.com may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such Third Party's web site. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites in order to be aware of the terms and conditions of your use of such sites. User acknowledges that Chainpages.com has no control over such third party's web site, does not monitor such sites, and Chainpages.com shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such a website.

3.4 Messages or information sent by a User through communication systems provided by the Site, or through emails, fax or letters to addressees obtained from the Site, shall not contain any of the materials described in the provisions of Section 5.5 below.

3.5 Chainpages.com reserves the right to limit, deny or create different access to the Site and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use the Site wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall Chainpages.com be liable to the User or any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise), any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Site or any of its features.

3.6 No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by Chainpages.com and/or any other User and no User shall attempt to gain unauthorized access to such computer systems or networks.

3.7 We urge that you read Chainpages.com's Privacy Policy which governs the protection and use of each User's information in Chainpages.com's possession. Each User hereby accepts the Privacy Policy and any updates and amendments thereto. Each User acknowledges that Chainpages.com may change the Privacy Policy from time to time provided that Chainpages.com shall make available the updated version of the Privacy Policy on the Site at all times. Your continuation of use of the Site shall be deemed to be your acceptance of the Privacy Policy which is then displayed on the Site at the time of such use.

3.8 As a condition of your access to and use of Chainpages.com, you agree that you will not use the Chainpages.com service to infringe the intellectual property rights of others in any way. Chainpages.com will in appropriate circumstances terminate the accounts of members or users who are repeat infringers of the copyrights, or other intellectual property rights, of others. In addition, Chainpages.com reserves the right to terminate the account of a user upon any single infringement of the rights of others in conjunction with use of the Chainpages.com service, or if Chainpages believes that user conduct is harmful to the interests of Chainpages.com, its affiliates, or other users, or for any other reason in Chainpages.com's sole discretion, with or without cause.

4.                Registered Users

4.1 Each User who has filled out an on-line registration form on the Site by giving its information (such as name, address, telephone and fax number, email address, details of its business, etc.) is a registered user of Chainpages.com (a "Registered User"). Chainpages.com will establish an account ("Account") for each Registered User and each Registered User will be assigned a user alias ("User ID") and password ("Password") for log-in access to its own Account.

4.2 Chainpages.com may assign a web-based email account with limited storage space for the User to send or receive email (the "Email Account"). The User shall be responsible for all users and the content of all the messages communicated through the Email Account, as well as the consequences of any such message.

4.3 If the Registered User is a business entity, you represent that (a) you have the authority to bind the entity to this Agreement; (b) the address you use when registering is the principal place of business of such business entity; and (c) all other information submitted to Chainpages.com during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.

4.4 By becoming a Registered User, you consent to the inclusion of your personal data in our Global Buyer Database and authorize Chainpages.com to share such information with other Users.

4.5 Chainpages.com may suspend or terminate a Registered User's Account or Email Account at any time by giving no less than 24-hour notice to the Registered User; provided, however, that notice is not required for such termination if (a) in Chainpages.com's determination, there is any breach of the provisions of this Agreement by the Registered User; or (b) Chainpages.com has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or (c) Chainpages believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, Chainpages.com's other Users, or Chainpages.com or its affiliates.

4.6 The Registered User shall not use the Email Account for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or any kind or nature. Further, the Registered User shall not use the Email Account to publish, distribute, transmit or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence.

4.7 A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, User ID or Password to a third party without the prior written consent of Chainpages.com. Chainpages.com may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.

4.8 Notwithstanding Section 4.1 above, Chainpages.com may refuse registration and deny the issuance of an Account and/or Email Account and associated User ID and Password to any User for whatever reason.

5.                Users Who Post Information on Chainpages.com

5.1 You must be a Registered User in order to post information on the Site using the self-help submit and edit tools provided through the Site. Your status as a Registered User is governed by the provisions of Section 4 above.

5.2 No sales agency relationship is created between any User and Chainpages.com, our affiliates, directors, officers or employees by virtue of Chainpages.com's display of any of the User's information on the Site.

5.3 Each User hereby represents, warrants and agrees to (a) provide Chainpages.com with true, accurate, current and complete information to be displayed on the Site and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each User hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to Chainpages.com to display and use all information provided by such User 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.

5.4 Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark trade secret or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on the Site or provides to Chainpages.com or authorizes Chainpages.com to display. Third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on the Site, including but not limited to rights of personality and rights of privacy, or affecting or relating to products that are offered or displayed on the Site, are hereafter referred to as "Third Party Rights." Each User hereby represents, warrants and agrees that it shall be solely responsible for ensuring that any material or information it posts on the Site or provides to Chainpages.com or authorizes Chainpages.com to display does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such rights. Each User hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights.

5.5 Each User hereby represents, warrants and agrees that information submitted to Chainpages.com for display on 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 Users of the Site or for any other unlawful purpose;

c.                relate to sale of products or services that 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 or privacy, or any other Third Party Rights;

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.                be defamatory, libelous, unlawfully threatening or unlawfully harassing;

f.                  be 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.                  solicit business from any Users in connection with a commercial activity that competes with Chainpages;

j.                  contain 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;

k.                link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement; or

l.                  otherwise create any liability for Chainpages.com or its affiliates.

m.              5.6 Chainpages reserves the right in its sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, could subject Chainpages.com to liability, violates this Agreement or is otherwise found inappropriate in Chainpages.com's opinion. Chainpages.com 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. Furthermore, Chainpages.com may disclose the User'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 Chainpages.com shall not be liable for damages or results thereof and User agrees not to bring any action or claim against Chainpages.com for such disclosure. In connection with any of the foregoing, Chainpages.com may suspend or terminate the Account of any User as Chainpages.com deems appropriate in its sole discretion. User agrees that Chainpages.com shall have no liability to User, including no liability for consequential or any other damages, in the event Chainpages.com takes any of the actions mentioned in this Section, and that User agrees to bear the risk that Chainpages.com may take such actions.

6.                Transactions between Buyers and Suppliers

6.1 Through the Site, Chainpages.com provides an electronic web-based platform for exchanging information between buyers and suppliers of products and services. Chainpages.com does not represent the seller nor the buyer in specific transactions and does not charge any commissions from completing any transactions. As a result, Chainpages.com does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.

6.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretenses. Chainpages.com uses several techniques to verify the accuracy of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, Chainpages.com cannot and does not confirm each User's purported identity (including, without limitation, VIP Members and China Gold Suppliers). We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.

6.3 Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defense or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks.". Each User agrees that Chainpages shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

6.4 Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

6.5 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Chainpages (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

7.                Limitation of Liability

7.1 THE FEATURES AND SERVICES ON THE CHAINPAGES.COM SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND CHAINPAGES.COM 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.

7.2 CHAINPAGES MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE. CHAINPAGES DOES NOT REPRESENT OR WARRANTY THAT THE MANUFACTURE, IMPORTATION, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND CHAINPAGES MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE CHAINPAGES.COM SITE.

7.3 Any material downloaded or otherwise obtained through the Site 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 may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Chainpages.com or through or from the Site shall create any warranty not expressly stated herein.

7.4 Under no circumstances shall Chainpages.com 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.

7.5 Each User hereby agrees to indemnify and save Chainpages.com, 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 User's use of the Site (including but not limited to the display of such User's information on the Site) or from its breach of any of the terms and conditions of this Agreement. Each User hereby further agrees to indemnify and save Chainpages.com, 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 User's breach of any representations and warranties made by User to Chainpages.com, including but not limited to those set forth in Sections 5.3, 5.4 and 5.5 above. Each User hereby further agrees to indemnify and save Chainpages.com, 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, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that Chainpages.com 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 User. Chainpages.com reserves the right, at its 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 Chainpages.com in asserting any available defenses.

7.6 Chainpages.com 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.                         any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site;

c.                         violation of Third Party Rights or claims or demands that Users' manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;

d.                         unauthorized access by third parties to data or private information of any User;

e.                         statements or conduct of any User of the Site; or

f.                           any matters relating to Premium Services however arising, including negligence.

8.                Intellectual Property Rights

8.1 Chainpages.com is the sole owner or lawful licensee of all the rights to the Site and the Chainpages Content. The Site and Chainpages.com 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 Chainpages.com Content shall remain with Chainpages.com, its affiliates or licensors of the Chainpages.com Content, as the case may be. All rights not otherwise claimed under this Agreement or by Chainpages.com are hereby reserved.

8.2 "CHAINPAGES", "CHAINPAGES.COM," "VIP" and related icons and logos are registered trademarks or trademarks or service marks of Chainpages.com Corporation 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.

9.                Notices

9.1 All notices or demands to or upon Chainpages.com shall be effective if in writing and shall be duly made when sent to Chainpages.

9.2 All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Chainpages.com, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when

a.                         Chainpages.com is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or

b.                         immediately upon Chainpages.com's posting such notice on an area of the Site that is publicly accessible without charge.

10.            General

10.1 Subject to any additional agreements relating to VIP Services, this Agreement and the Privacy Policy constitute the entire agreement between the User and Chainpages.com with respect to access to and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter herein.

10.2 Chainpages.com and the User are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

10.3 If any provision herein is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

10.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

10.5 Chainpages.com's failure to enforce any right or failure to act with respect to any breach by a User under these terms and conditions will not waive that right nor waives Chainpages's right to act with respect with subsequent or similar breaches.

10.6 Chainpages.com shall have the right to assign its obligations and duties in this Agreement and in any agreement relating to Premium Services to any person or entity.

10.7 This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region ("Hong Kong") without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Hong Kong.