PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY(If you are under 18 years of age, please read the Terms of Service accompanied by a legal guardian.)

 

This MXCHIP International Website Membership Agreement, including its country-specific addenda and the Marketplace Supplemental (as published from time to time on the MXCHIP Platform) (collectively, the “Agreement”) setsets forth the terms and conditions governing your access and use of your membership account (“Account”) with the MXCHIP international website currently located at URL: www.MXCHIP.com (“MXCHIP Platform”) and your use of the MXCHIP Services (as hereafter defined).

 

1. Application and Acceptance of the Terms

1.1 By registering for an Account and/or using the MXCHIP Services you accept the terms and conditions set forth in this Agreement. If you do not accept all of these terms and conditions, please do not register for an Account or use the MXCHIP Services. By completing the registration process for an Account and clicking the “I agree” button, you agree to be bound by this Agreement as well as the terms and conditions of the following:

(a) MXCHIP International Website Terms of Use;

(b) MXCHIP Product Terms of Service;

(c) Privacy Policy; 

(d) any other website or service rules and policies as adopted and published on the MXCHIP Platform from time to time,

(all of the above collectively referred to as the “Terms”).

1.2  MXCHIP may modify the terms of this Agreement, the Terms, and any addendum thereof from time to time by posting updates to the Terms on the MXCHIP Platform or otherwise notifying you in accordance with Clause 7.1 of this Agreement. Unless otherwise noted by MXCHIP, material changes to the Agreement, the Terms and any addendum will become effective 15 days after they are posted, except if the changes apply to new MXCHIP Services, new functions or for compliance of applicable law in which case they will be effective immediately or at a date as specified by MXCHIP. By continuing to use the relevant products or services after the receipt of written notification of such changes by MXCHIP, you agree to be bound by the amended and restated Agreement.

 

2. Use of MXCHIP Services

2.1 You may access, purchase, subscribe to, or use any and all of the products or services made available by MXCHIP in accordance with the Terms and any specific service level agreements (“SLAs”) prescribed by MXCHIP in relation to such products or services (the “MXCHIP Services”) via your Account. The MXCHIP Services include the cloud computing products and services offered by MXCHIP (including the associated application programming interfaces (“APIs”)), the trademarks, service marks, logos, and other Intellectual Property Rights (as hereafter defined) of MXCHIP and its affiliates made available to you, and the functions, features, and content of your Account and the MXCHIP Platform. The MXCHIP Services do not include any content or services made available to you by any third party on the MXCHIP Platform (including any third party content provided on the International Marketplace) or in conjunction with the MXCHIP Services.

2.2 You may register a user name and password for you to access the MXCHIP Services through your Account. In using your Account, you acknowledge and agree to the following:

(a) You shall be solely responsible for (i) maintaining the confidentiality of your user name and password and (ii) for all activities that occur under your user name and password; and

(b) You acknowledge that sharing of your Account with other persons, or allowing multiple users other than yourself or your business entity to use your Account may cause irreparable harm to MXCHIP and you shall indemnify MXCHIP against any loss or damages (including but not limited to loss of profits) suffered by MXCHIP as a result of such sharing of your Account. You hereby undertake to notify MXCHIP immediately of any unauthorized use of your Account, user ID or password or any other breach of security. You further agree that MXCHIP shall not be liable to you, your users or any third party, for any loss or damages arising from unauthorized use of your user name or password, or any other failure by you, your employees, agents, affiliates or representatives, to comply with this Clause 2.3.

 

3. Member Responsibilities

3.1 You agree to (whether as part of the Account registration process or otherwise):

(a) provide true, accurate, and current information about yourself, and your business, as well as information about your credit card, bank account or other forms of payment, as may be requested by MXCHIP;

(b) maintain and promptly amend all information provided to MXCHIP to keep it true, accurate, and current;

(c) provide any additional information to MXCHIP in the time frame requested by MXCHIP in connection with customer service, risk control, fraud prevention and compliance procedures;

(d) be responsible for the development, operation, maintenance, transfer, processing, storage, and use of the content that you run on the MXCHIP Services, cause to interface with the MXCHIP Services, submit to or upload into the MXCHIP Services under your Account (the “Member Content”);

(e) comply with the Terms and any and all applicable laws and regulations when using the MXCHIP Services;

(f) take your own initiative to maintain appropriate security, protection and backup of the Member Content;

(g) be responsible for your End Users (as hereafter defined) use of the Member Content and the MXCHIP Services directly or indirectly through your use of the MXCHIP Services and ensure that such End Users act in ways that comply with the Terms. For the purpose of this Agreement, an “End User” is any individual or business entity that accesses or uses the Member Content or uses the MXCHIP Services directly or indirectly through you. MXCHIP shall not be held responsible for any loss or damage arising from or in connection with any Member Content or any use or reliance thereon.

3.2 You shall not (whether through your End Users or otherwise):

(a)sell, transfer, or sublicense your MXCHIP Account to others without MXCHIP’s prior written consent;

(b)engage in or be part of any scheme to cheat, mislead or defraud MXCHIP, other members, other users of the MXCHIP Platform, any other third party or for any unlawful purpose;

(c)infringe or otherwise abet or encourage the infringement or violation of any third party’s Intellectual Property Rights (as defined below) or other proprietary right or rights of publicity and privacy or other rights recognized at law;

(d)impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity or otherwise engage in fraudulent representations or conduct;

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

(f)reverse engineer, disassemble, or decompile any part of the MXCHIP Services;

(g)access any process or procedure to derive the source code of any software in the MXCHIP Services;

 

 

4. Rights in Member Content

4.1 You retain any rights you may have in any Member Content. MXCHIP will not access or use your Member Content except as necessary to maintain or provide the MXCHIP Services or as necessary to comply with applicable laws or regulations. This Membership Agreement does not grant either party any rights to the other’s content or any of the other’s Intellectual Property Rights except as set forth otherwise in this Membership Agreement or other applicable agreements binding your use of MXCHIP Services. As between you and MXCHIP, you own all Intellectual Property Rights in Member Content, and MXCHIP owns all Intellectual Property Rights in the MXCHIP Services.

 

 

5.Term, Account Termination or Suspension, Effects of Termination

5.1 This Agreement is effective as of the date on which MXCHIP sends you a notice under this Agreement stating that you have successfully activated your Account.

5.2 Without prejudice and in addition to its rights and remedies at law or equity (including without limitation as set out in the MXCHIP Payment and Tax Terms), MXCHIP may suspend or terminate your Account, or limit or restrict your rights to your Account, immediately upon notice to you if, in the sole opinion of MXCHIP, you or your End Users have engaged in any of the following:

(a)breached the Terms;

(b)used the MXCHIP Services in a way that poses a security or system stability risk to the MXCHIP Platform or any third party;

(c)used the MXCHIP Services in a way that subjects, or will subject, MXCHIP or its affiliates to liability;

(d)engaged in any fraudulent, deceptive or unlawful act; or

(e)become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceedings.

5.3 If MXCHIP suspends your right to use your Account or any of the MXCHIP Services, you shall remain responsible for any and all fees and charges for the MXCHIP Services that you have incurred up to the date of service suspension. You shall be responsible for the fees and charges for the MXCHIP Services that you continue to have access or rights to use.

5.4 Your rights under any license granted to you by MXCHIP pursuant to your use of the MXCHIP Services will terminate immediately upon the termination of your service or Account.

5.5 In the event of the termination of this Agreement for any reason whatsoever:

(a)you shall delete any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. in your possession which has been made available to you via the MXCHIP Services;

(b)you will lose access to any Member Content you have provided to MXCHIP, and MXCHIP will delete such Member Content at MXCHIP’s sole discretion unless retention is required under applicable law;

(c)the license granted by you to MXCHIP to use your Member Content described in Clause 4.1 shall continue notwithstanding such suspension or termination; and

(d)any clause which by reasonable implication is intended to survive termination of this Agreement shall survive the expiry or termination of this Agreement.

 

 

6. Disclaimers and Limitation of Liability

6.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MXCHIP SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MXCHIP HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR AS TO THE MXCHIP SERVICES BEING UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, SECURE, OR NOT OTHERWISE CAUSING DAMAGE OR LOSS OF FUNCTIONALITY OR DATA.

6.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MXCHIP MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE MXCHIP PLATFORM.

6.3 The MXCHIP Platform may make available to you services or products provided by independent third parties on a pass-through basis. No warranty or representation is made with regard to such services or products. In no event shall MXCHIP and its affiliates be held liable for any such services or products.

6.4 MXCHIP 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 or otherwise or any other damages resulting from any of the following:

(a) the use or the inability to use the MXCHIP Services;

(b) any defect in goods, samples, data, information or services purchased or obtained from a third-party service provider through the MXCHIP Platform;

(c) unauthorized access by third parties to data or private information of you;

(d) statements or conduct of any user of the MXCHIP Platform; or

(e) any other matter relating to the MXCHIP Services however arising, including negligence.

6.5 Save only for any warranties, representations, conditions and undertakings by MXCHIP expressly set forth in this Agreement, MXCHIP hereby excludes all other warranties, representations, conditions and undertakings, express or implied, to the maximum extent permitted under applicable law.

 

7. Notice

7.1 We may provide notice to you under this Agreement by posting a notice on the MXCHIP Platform or emailing it to your Account. Notices will be deemed to be effective upon posting and notice by email will be deemed effective by the time the email is sent.

 

8. General

8.1 This Agreement and the Terms constitute the entire agreement between you and MXCHIP with respect to and governs the use of the MXCHIP Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

8.2 You and MXCHIP are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

8.3 If any term herein is adjudicated by a court or tribunal of competent jurisdiction to be void or unenforceable, the validity or enforceability of the remainder of the terms herein shall remain in full force and effect.

8.4 MXCHIP’s failure to enforce any right or failure to act with respect to any breach by you under this Agreement will not waive that right nor waive MXCHIP’s right to act with respect with subsequent or similar breaches.

8.5 Unless a right or remedy of you or MXCHIP is expressed to be an exclusive right or remedy, the exercise of it by either party is without prejudice to either party’s other rights and remedies at law and/or in equity.

8.6 You shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Agreement.

8.7 Save for MXCHIP and its affiliates, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53 B) (Rev Ed 2002) to enforce any term of this Agreement.

8.8 Unless otherwise provided in the terms and conditions of the relevant MXCHIP Services, under no circumstances shall MXCHIP be held liable for any delay or failure or disruption of the content or services delivered through the MXCHIP Platform (including the MXCHIP Services) resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer failures, computer viruses, cyber-attacks, 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.

The validity, interpretation of the terms of service, change, execution and dispute settlement of applicable law of People's Republic of China.

MXCHIP Membership Agreement

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