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Membership Agreement


  1. Acceptance of Terms

    1.1         The following sets forth the terms and conditions of the Taiwan Seed Service Free Membership Agreement (this "Agreement") between you and an Taiwan Seed Service Member ("Taiwan Seed Service") under which Taiwan Seed Service offers you access to the Service through the web sites identified by the uniform resource locator Web of Taiwan Seed Service (the "Sites"). Use of the Service indicates that you accept the terms and conditions set forth below. If you do not accept all of the terms and conditions, please do not use the Service. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I AGREE" BUTTON, YOU ARE INDICATING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT, THE SITE’S TERMS OF USE AGREEMENT, PRODUCT LISTING POLICY AND PRIVACY POLICY WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED TO AS THE "TERMS OF USE"). The Taiwan Seed Service Free Membership Agreement will not take effect unless and until you have activated your Account. Terms not defined in this Agreement shall bear the same meaning as that contained in the Terms of Use. 

    1.2         Taiwan Seed Service 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 Sep. 7, 2010. Posting by Taiwan Seed Service of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified except in writing by an authorized officer of Taiwan Seed Service.

  2. The Service

    2.1         The Service will be offered free-of-charge for an unspecified time period unless terminated in accordance with the terms of this Agreement.

    2.2         The Service will have the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of Taiwan Seed Service and notified to you) ("Free Member Benefits"): 

    2.2.1   Member Profile - allows each Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.

    2.2.2    Products - allows each Member to display and edit descriptions, specifications and images.

    2.3         Taiwan Seed Service may suspend or terminate all or part of the above Free Member Benefits at any time in its sole discretion. Taiwan Seed Service reserves the right to charge for the Service or any feature or functionality of the Service at any time in its sole discretion.

    2.4         Benefits, features and functions available to a Member may vary for different countries and regions.  No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available.

    2.5         The availability of any transactional features and functions on the Site to any Member may be conditional on verification of Member’s identity and/or its designated bank account by Taiwan Seed Service and/or its approved independent third parties.

    2.6         Taiwan Seed Service shall issue a Member ID and Password (the latter shall be chosen by the Member during registration) to each Member to access the Service through such Member's Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all activities that occur under the Member ID and Password. A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person outside of the Member's business entity. Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), will cause irreparable harm to Taiwan Seed Service and each Member shall indemnify Taiwan Seed Service against any loss or damages (including but not limited to loss of profits) suffered by Taiwan Seed Service as a result of such multiple use of an Account. Each Member hereby undertakes to notify Taiwan Seed Service immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that Taiwan Seed Service shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.

    2.7         Taiwan Seed Service reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Taiwan Seed Service further reserves the right to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Taiwan Seed Service.

    2.8         Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall Taiwan Seed Service be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.

  3. Member Responsibilities

    3.1         Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by Taiwan Seed Service and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to Taiwan Seed Service to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known. 

    3.2         Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Site shall not: 

    3.2.1   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 law, or otherwise promote other illegal activities;

    3.2.2   be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose;

    3.2.3   infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;

    3.2.4   impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

    3.2.5   violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

    3.2.6   contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing; 

    3.2.7   contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;

    3.2.8   promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

    3.2.9   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;

    3.2.10               involve attempts to copy, reproduce, exploit or expropriate Taiwan Seed Service's various proprietary directories, databases and listings;

    3.2.11               involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; and 

    3.2.12               involve any scheme to undermine the integrity of the computer systems or networks used by Taiwan Seed Service and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;

    3.2.13               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 or the Terms of Use; or

    3.2.14               otherwise create any liability for Taiwan Seed Service or its affiliates.

    3.3         Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from its business partners and associates to (a) act as such Member's business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member's consent to be obtained before third parties may contact the business referees.

    3.4         Member shall not take any action which may undermine the integrity of Taiwan Seed Service's feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.

    3.5         Each Member acknowledges and agrees that Taiwan Seed Service shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. Taiwan Seed Service does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.

    3.6         Each 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 Taiwan Seed Service or authorizes Taiwan Seed Service 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. Each Member further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information it posts on the Site or provides to Taiwan Seed Service or authorizes Taiwan Seed Service to display.

    3.7         If any Member breaches the representations, warranties and covenants of paragraphs 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6 above, or if Taiwan Seed Service has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Member or third party, Taiwan Seed Service has reasonable grounds to believe that such Member has willfully or materially failed to perform its contract with such third party including without limitation where the Member has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the Member has delivered the items that materially fail to meet the terms and descriptions outlined in its contract with such third party, or if Taiwan Seed Service has reasonable grounds to believe that such Member has used a stolen credit card or other false or misleading information in any online transaction, Taiwan Seed Service has the right to suspend or terminate the Service and all Free Member Benefits with respect to such Member without any compensation, and restrict or refuse any and all current or future use of the Service or any other services that may be provided by Taiwan Seed Service. Further, Taiwan Seed Service reserves the right in it sole discretion to place restrictions on the number of product listings that a Member can post on the Site for such duration as Taiwan Seed Service may consider appropriate, and to remove any material it reasonably believes that is unlawful, could subject Taiwan Seed Service to liability, violates this Agreement or the Terms of Use or is otherwise found inappropriate in Taiwan Seed Service's opinion. Taiwan Seed Service reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Taiwan Seed Service may disclose the Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and Taiwan Seed Service shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against Taiwan Seed Service for such disclosure. In connection with any of the foregoing, Taiwan Seed Service may suspend or terminate the Account of any Member as Taiwan Seed Service deems appropriate in its sole discretion.

    3.8         Each Member agrees to indemnify Taiwan Seed Service, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of materials or deletion thereof, from such Member's use of the Service or from such Member's breach of this Agreement or the Terms of Use. Each Member further agrees that Taiwan Seed Service 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. Taiwan Seed Service reserves the right; at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Taiwan Seed Service in asserting any available defenses.

  4. Transactions between Buyers and Suppliers 

    4.1         Through the Site, Taiwan Seed Service provides an electronic web-based platform for exchanging information and concluding sale and purchase transactions of products and services online between buyers and suppliers. Taiwan Seed Service reserves the right to limit certain features and functions of the platform to prescribed Members.  Despite the provision of the platform through the Site, Taiwan Seed Service does not represent the seller or the buyer in specific transactions whether or not such transactions are made on or via the Site. Taiwan Seed Service 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.

    4.2         Members are hereby made aware that there may be risks of dealing with people acting under false pretences. Taiwan Seed Service 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, Taiwan Seed Service cannot and does not confirm each user's purported identity (including, without limitation, Gold Supplier members). We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.

    4.3         Each Member acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions. Such risks shall include, but not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). Each Member agrees that Taiwan Seed Service 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.

    4.4         Members 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.

    4.5         Member agrees to provide all information and materials as may be reasonably required by Taiwan Seed Service in connection with its transactions made via the transactional platform on the Site.  Taiwan Seed Service has the right to suspend or terminate any Member’s Account if the Member fails to provide the required information and materials.

    4.6         In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify Taiwan Seed Service (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.