© 2019 Ethnopharm Group Ltd
1 Application and Acceptance of the Terms
1.1 Your use of the SERVICES is subject to the terms and conditions outlined in this document and is not negated or superseded by rules or policies associated with other ETHNOPHARM SERVICES that may be published from time to time. Any promotion SERVICES offered in conjunction with any SERVICE membership may include ranking options and advertising listings, and any other similar SERVICES as may be announced by EPG from time to time. This document along with any other such rules or policies associated with any of the SERVICES are collectively named as the “Terms”. By accessing the SERVICES, you agree to accept and be bound by the Terms. Use of the SERVICES automatically infers acceptance of all the Terms.
1.2 In order to use the SERVICES and accept the Terms you must be of a legal age to form a binding contract with ETHNOPHARM, and legally free to receive any SERVICES under the laws of other countries / regions including the country / region in which you are resident or from which you use the SERVICES.
1.3 ETHNOPHARM may amend any Terms at any time by posting the relevant amended and restated Terms on the SERVICES. By continuing to use the SERVICES, you agree that the amended Terms will apply to you.
1.4 If ETHNOPHARM can provide a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the SERVICES or the Sites.
1.5 Where additional SERVICES are launched, you may be required to enter into a separate agreement, whether online or offline, with ETHNOPHARM or the relevant SERVICE affiliate (“Additional Agreements”). Any Additional Agreement terms will take precedence over the Terms only with regard to that specific SERVICE.
1.6 Any amendment to the Terms may only be actioned by an authorized officer of ETHNOPHARM.
2 Provision of SERVICES
2.1 The ETHNOPHARM contracting entity that you are contracting with is ETHNOPHARM GROUP LTD (Company reg. No. 10530748).
2.2 In order to confirm access to and use of the SERVICES you must register as a member with the relevant SERVICE. In addition, ETHNOPHARM reserves the right, without prior notice, to restrict access to or use of certain SERVICES (or any features within the SERVICES) to paying Users or subject to other conditions that ETHNOPHARM may impose in our discretion.
2.3 Different regions and countries may experience variance in SERVICES (or particular features within individual SERVICES) given variations in legislation. ETHNOPHARM offers no warranty or representation that a specific SERVICE feature or function or variation of the same will be available for all Users. ETHNOPHARM retains the discretionary right to vary access to and use of any SERVICE and associated features or functions.
2.4 ETHNOPHARM reserves the right to launch, amend, improve, change conditions to, suspend, or halt any SERVICES (or associated features or functions) without prior notice, other than in the case of a fee-paying SERVICE where ETTHNOPHARM will ensure changes do not significantly adversely affect the functionality and performance of that SERVICE.
2.5 ETHNOPHARM reserves the right to facilitate third party affiliates to provide certain SERVICES on behalf of ETHNOPHARM.
3.1 As a condition of your access to and use of the Sites or SERVICES, you agree that you will comply with all applicable laws and regulations when using the Sites or SERVICES.
3.2 You agree the use of the SERVICES is solely for your internal business purposes. You agree that you will not attempt to copy, replicate, re-format, market, or sell on any SERVICES, including all data, information, files, graphics, text, videos, directories, images, sounds, databases or listings available on or through the SERVICES, and
3.3 you will not copy, replicate or develop any Site Content for the purposes of operating a business that competes with ETHNOPHARM, or commercially exploit any Site Content in any way. Use of any systems to retrieve data or operating systems from the SERVICES without written permission from ETHNOPHARM is prohibited, as is the adoption of any data, operating systems or content not expressly permitted.
3.5 ETHNOPHARM may allow Users to access to content, products or SERVICES offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties’ web sites. You are cautioned to read such web sites’ terms and conditions and/or privacy policies before using the Sites. You acknowledge that ETHNOPHARM has no control over such third parties’ web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or SERVICES made available on such web sites.
3.6 You agree not to undertake any action to undermine the integrity of the computer systems or networks of ETHNOPHARM and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.7 You agree not to undertake any action which may undermine the integrity of ETHNOPHARM’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
3.8 By posting, displaying or generating any information, content or material (“User Content”) on the Sites or providing any User Content to ETHNOPHARM or our representative(s), and to the extent permitted under applicable laws, you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to ETHNOPHARM to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content provided or generated in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Sites, the provision of any SERVICES and/or the business of the User. You confirm and warrant to ETHNOPHARM that you have all the rights, power and authority necessary to grant the above license. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
4 Membership Account Management
4.1 User must be registered on the Sites to access or use the SERVICES (registered Users may also be referred to as “Member”). Should a Member wish to register more than one account, they can only do so with the express permission of ETHNOPHARM. A Member’s account may be cancelled or terminated by ETHNOPHARM should it have any reason to suspect that a User has registered, owned or controlled more than one, member account. In addition to this ETHNOPHARM reserves the right to reject a User’s application without prejudice for any reason.
4.2 Upon completion of registration ETHNOPHARM administrators will generate an account and subsequently issue login Identification and password, which can be amended by the User once access is granted. Each account may have messaging and chat function to enable communication with other Users and transfer of relevant data and documents.
4.3 Each User ID and password is unique to that individual account. Every individual Member is solely responsible for the secure and confidential maintenance of their ID and password, as well as for all activities that are carried out under their account. Use of the account may not be shared or assigned by any Member to another person not employed in the User’s own business entity, including details of the login ID and password. User’s agrees to inform ETHNOPHARM immediately should they become aware of any unauthorised use of their login details, or their account, or any other security or confidentiality breach.
4.4 Member’s agree that all activities carried out under their account (including without limitation, the posting of any information, the acceptance of any Additional SERVICES Agreements or rule changes, the subscription to or paying for SERVICES, sending emails or messages through the account) will be deemed to have been authorized by the Member.
4.5 Member’s accept that any sharing of their account with other individuals or facilitating its use by multiple users not employed in their business entity (referred to as, “multiple use”), could potentially cause irreparable harm to ETHNOPHARM or other Members. In such an instance the Member agrees to indemnify ETHNOPHARM and all associated parties against any loss or damages (including but not limited to loss of profits) that are suffered as a result of multiple use of their account. Member’s also agree that ETHNOPHARM shall not be liable for any loss or damages arising from any case of multiple use of their account or failure to maintain the security of their account and reserves the right to suspend or terminate Member’s account without liability to the Member.
5 Membership Warranties & Responsibilities
5.1 Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the Sites and SERVICES for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
5.2 Each Member is required to provide information or material about your entity, business or products/SERVICES as part of the registration process on the Sites or your use of any SERVICE or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or SERVICE is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
5.4 Each Member agrees to enable stock and inventory tracking facilities within the SERVICES to facilitate the development of added value products within the SERVICES by ETHNOPHARM
5.5 Each Member represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); (c) you have the right and authority to sell, trade, distribute or export or
offer to sell, trade, distribute or export the products or SERVICES described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights and (d) you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
5.6 Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not violate the Product Listing Policy, other Terms or any applicable Additional Agreements
f) if not loaded correctly be open to amendment by ETHNOPHARM to the betterment of the Member
g) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
h) not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms
5.7 Each Member further represents, warrants and agrees that you shall/are:
a) carry on your activities on the Sites in compliance with any applicable laws and regulations;
b) conduct your business transactions with other users of the Sites in good faith;
c) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
d) not use the SERVICES or Sites to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
e) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
f) not engage in spamming or phishing;
g) not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc) or encourage or abet any unlawful activities;
h) not involve attempts to copy, reproduce, exploit or expropriate ETHNOPHARM’s various proprietary directories, databases and listings;
i) not 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;
j) not involve any scheme to undermine the integrity of the data, systems or networks used by ETHNOPHARM and/or any user of the Sites or gain unauthorized access to such data, systems or networks;
k) not, and your director(s), officer(s), controlling party(ies) affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are
subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
l) not engage in any activities that would otherwise create any liability for ETHNOPHARM or our affiliates
5.8 Member may not use the SERVICES and member account to engage in activities which are identical or similar to ETHNOPHARM’s e-commerce marketplace business.
5.9 If a Member provides a business referee, the Member guarantees and warrants that it has obtained all necessary consents, approvals and waivers from your business partners and associates to (a) act as your business referee; (b) 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 you. You further warrant and agree that all reference letters and comments are true and accurate, and third parties may contact the business referees without the need to obtain your consent.
5.10 Each Member agrees to provide all necessary information, materials and approval, and to ensure it offers all reasonable assistance and cooperation necessary in the event ETHNOPHARM needs to evaluate whether the Member has breached the Terms or has received a complaint against it. Should any failure by the Member to do so result in a delay in, suspension of, or termination of any SERVICES, ETHNOPHARM shall not be obliged to extend the relevant SERVICE period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
5.11 Member acknowledges and agrees that ETHNOPHARM reserves the right to but shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the SERVICES or Sites. ETHNOPHARM does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member but may inform the member should it become aware of any such information or activity and remove it should it deem it appropriate to do so. 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.
5.12 Member acknowledges and agrees that the SERVICES may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
5.13 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and SERVICES are in compliance with the same.
6 Membership Breaches
6.1 ETHNOPHARM reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Sites which we reasonably believe is unlawful, violates the Terms, could subject ETHNOPHARM or our affiliates to liability, or is otherwise found inappropriate in ETHNOPHARM’s opinion.
6.2 If any Member breaches any Terms, or if ETHNOPHARM has reasonable grounds to believe that a Member is in breach of any Terms, ETHNOPHARM shall have the right to take such disciplinary actions as it deems appropriate, including without limitation:
6.2.1 suspending or terminating the Member’s account and any and all accounts determined to be related to such account by ETHNOPHARM in its discretion;
6.2.2 restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any SERVICE;
6.2.3 removing any product listings or other User Content that the Member has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the Member may post or display;
6.2.4 imposing other restrictions on the Member’s use of any features or functions of any SERVICE as ETHNOPHARM may consider appropriate in its sole discretion; and
6.2.5 any other corrective actions, discipline or penalties as ETHNOPHARM may deem necessary or appropriate in its sole discretion.
6.3 Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
6.3.1 upon complaint or claim from any third party, ETHNOPHARM has reasonable grounds to believe that such Member has wilfully or materially failed to perform your 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 items Member has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,
6.3.2 ETHNOPHARM has reasonable grounds to suspect that such Member has used a stolen credit card or other false or misleading information in any transaction with a counter party,
6.3.3 ETHNOPHARM has reasonable grounds to suspect that any information provided by the Member is not current or complete or is untrue, inaccurate, or misleading, or
6.3.4 ETHNOPHARM believes that the Member’s actions may cause financial loss or legal liability to ETHNOPHARM or our affiliates or any other Users.
6.4 ETHNOPHARM 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, to the extent permitted by applicable laws and policies, ETHNOPHARM may disclose the Member’s identity, contact information and/or information regarding the Member’s account(s), transactions or activities carried out on or via the Site, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. ETHNOPHARM shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against ETHNOPHARM for such disclosure.
6.5 ETHNOPHARM may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any SERVICE or the Sites without being liable to the Member if ETHNOPHARM has received notice that the Member is in breach of any agreement or undertaking with any affiliate of ETHNOPHARM and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. ETHNOPHARM shall not be required to investigate such breach or request confirmation from the Member.
6.6 Each Member agrees to indemnify ETHNOPHARM, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Sites or SERVICES, or from your breach of the Terms.
6.7 Each Member further agrees that ETHNOPHARM is not responsible and shall have no liability to you or anyone else for any User Content or other material transmitted over the Sites, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. ETHNOPHARM reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with ETHNOPHARM in asserting any available defences.
7 Transactions Between Buyers and Sellers
7.1 Through the SERVICES, ETHNOPHARM provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. ETHNOPHARM additionally provides electronic web-based transaction platforms for Members to place, accept, conclude, manage and fulfil orders for the provision of products and services online within the SERVICES subject to the terms of the Transaction SERVICES Agreement. However, for any SERVICES, ETHNOPHARM does not represent either the seller or the buyer in specific transactions. ETHNOPHARM 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 Sites or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
7.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretences. ETHNOPHARM uses several techniques to verify the accuracy of certain information our paying Users provide us when they register for a paying membership SERVICE on the Sites. However, because user verification on the Internet is difficult, ETHNOPHARM cannot and does not confirm each User’s purported identity (including, without limitation, paying Members). We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Sites or SERVICES, 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 Sites. 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, export, distribution, offer, display, purchase, sale and/or use of products or SERVICES offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defence 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 defence 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 products originally obtained by Users of the Sites as a result of purchase and sale transactions in connection with using the Sites 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 ETHNOPHARM shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
7.3 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 Sites or SERVICES, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
7.4 User agrees to provide all information and materials as may be reasonably required by ETHNOPHARM in connection with your transactions conducted on, through or as a result of use of the Sites or SERVICES. ETHNOPHARM has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.
7.5 The User agrees to the transaction fee of 2.00% + any appropriate sales taxes
7.6 The User transaction fee will be automatically included by ETHNOPHARM in the value of any purchase
7.7 The User transaction fee will be automatically deducted by ETHNOPHARM from any sale transaction payment
7.8 Any appropriate taxes will be automatically added to any transaction by ETHNOPHARM
7.9 The Member agrees to pay all appropriate taxes in full and on time, and that any failure to do so may result in suspension or termination of the SERVICES.
7.10 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify ETHNOPHARM (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
8 Order Management.
8.1 Any purchases are subject to ETHNOPHARM Shipping and Returns Policies
8.2 All purchases of physical items through ETHNOPHARM are made pursuant to a shipment contract.
8.3 The risk of loss and title for goods in transit sit with either the Buyer or Seller as agreed by both in the shipping terms.
8.4 All purchase payments made through your Account are due upon the dates agreed between both parties and as indicated on order progress page
8.5 For any Returns, ETHNOPHARM does not take title to any returned items, and no refund will be issued without due process of a return query with the Seller.
8.6 To purchase through ETHNOPHARM you will need at least one valid payment method associated with your Account; if there is a problem charging your selected payment method for any purchase, we may charge any other valid payment method associated with your Account.
8.7 If a replacement product is provided for any Buyer and the original product ordered is not returned within 30 days of the replacement request, you acknowledge and consent that the Seller may charge any eligible payment method on record for the Buyer for the replacement product.
8.8 Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement.
9 Limitation of Liability
9.1 To the maximum extent permitted by law, the SERVICE provided by ETHNOPHARM on or through the sites are provided “as is”, “as available” and “with all faults”, and ETHNOPHARM 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, and undertakings are hereby excluded.
9.2 To the maximum extent permitted by law, ETHNOPHARM makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through its sites; ETHNOPHARM does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the sites does not violate any third party rights; and ETHNOPHARM makes no representations or warranties of any kind concerning any product or service offered or displayed on the sites.
9.3 Any downloaded or otherwise received information, software or documentation obtained from or via the SERVICES is done so at the sole discretion and risk of each User, with each User being solely responsible for any damage to ETHNOPHARM’s infrastructure, software, or any subsequent loss of data that may result from any such activity. Advice or information, in any form, received by any User from ETHNOPHARM or through or from its SERVICES shall facilitate any warranty not expressly stated within the terms and conditions.
9.4 The SERVICES may make products available to User’s on behalf of independent third parties. ETHNOPHARM offers no warranty or representation with regard to any such products or SERVICES. Neither ETHNOPHARM nor any of its affiliates shall be held liable for any such products or SERVICES under any circumstances.
9.5 Each User hereby agrees to indemnify and save ETHNOPHARM and its officers, directors, employees and affiliates harmless, from any and all liabilities, claims or losses (to include all legal costs on a full indemnity basis) should they arise from any such User use of the SERVICES (including but not limited to the display of any User data on the SERVICES) or with regard to any breach of any of the outlined terms and conditions herein. The User also further agrees to indemnify and save ETHNOPHARM, its officers, directors, employees and affiliates harmless, from any and all claims, damages, liabilities or losses, (including legal costs on a full indemnity basis) which result from the User’s breach of any representations and warranties made by the User to ETHNOPHARM.
9.6 The User hereby also agrees to indemnify and save ETHNOPHARM, its officers, directors, employees and affiliates harmless, from any and all losses, damages, 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 Sites. Each User hereby further agrees that ETHNOPHARM is not responsible and shall have no liability to you, 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. ETHNOPHARM reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with ETHNOPHARM in asserting any available defenses.
9.7 ETHNOPHARM 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, equity or otherwise or any other damages resulting from any of the following:
9.7.1 the use or the inability to use the Sites or SERVICES;
9.7.2 any defect in goods, samples, data, information or SERVICES purchased or obtained from a User or any other third party through the Sites;
9.7.3 violation of Third Party Rights or claims or demands that User’s manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or SERVICES offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defence or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
9.7.4 unauthorized access by third parties to data or private information of any User;
9.7.5 statements or conduct of any User of the Sites; or;
9.7.6 any matters relating to SERVICES however arising, including negligence.
9.8 Notwithstanding any of the foregoing provisions, the aggregate liability of ETHNOPHARM, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Sites or SERVICES during any calendar year shall be limited to the greater of
9.8.1 (a) the amount of fees the User has paid to ETHNOPHARM or our affiliates during the calendar year and
9.8.2 (b) the maximum amount permitted in the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Sites or SERVICEs must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Term of Use.
9.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not ETHNOPHARM has been advised of or should have been aware of the possibility of any such losses arising.
10 Force Majeure
10.1 ETHNOPHARM shall not be held liable, under any circumstances, for any break, disruption or failure of the SERVICES and associated features and functions which is caused, directly or indirectly, by an act of nature, or by forces beyond ETHNOPHARM’s reasonable control, to include but without limitation, Internet connectivity failure, computer hardware or software failures, telecommunications equipment breakdown, power failures, labour strikes, civil disturbances, resource shortages, fire, flood, storm, explosion, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or third party non-performance.
11 Intellectual Property Rights
11.1 ETHNOPHARM is the sole owner of all the SERVICES and their associated sites, functions, features and content. The SERVICES and all associated programmes, data, functions, features and content represent trade secrets and as such the User agrees that ETHNOPHARM is protected and indemnified under worldwide copyright and other laws. All title, ownership and intellectual property for the SERVICES and the associated Intellectual Property remains with ETHNOPHARM, and any partners or affiliates as determined by ETHNOPHARM. Any other rights not covered under these Terms are reserved by ETHNOPHARM.
11.2 ETHNOPHARM and related branding materials are registered trademarks or SERVICE marks of ETHNOPHARM and are protected under various copyright and trademark legislation in varying jurisdictions. Any copying, replicating, amending, publishing or marketing of SERVICE marks is strictly prohibited.
11.3 The marks of any Third party affiliates or service providers will be subject to the same copyright protection as outlined for the ETHNOPHARM SERVICE marks, and may not be used without prior written approval from such parties.
12.1 Any and all legal notices or demands to or upon ETHNOPHARM must be made in writing and sent by recorded delivery to ETHNOPHARM at the following entity and address: ETHNOPHARM GROUP LTD, 8 Thornhill Road, Moons Moat, Redditch, Worcestershire, B98 9ND. Notices will only be effective when received by ETHNOPHARM in the above-mentioned manner.
12.2 All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by recorded delivery to the last-known correspondence provided by the User to ETHNOPHARM, or by posting such notice or demand on an area of the Sites that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when.
a) ETHNOPHARM is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
b) immediately upon ETHNOPHARM posting such notice on an area of the Sites that is publicly accessible without charge.
12.3 You agree that all agreements, notices, demands, disclosures and other communications that ETHNOPHARM sends to you electronically satisfy the legal requirement that such communication should be in writing.
13 General Provisions
13.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and ETHNOPHARM with respect to and govern your use of the Sites and SERVICEs, superseding any prior written or oral agreements in relation to the same subject matter herein.
13.2 ETHNOPHARM and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
13.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
13.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
13.5 ETHNOPHARM’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of ETHNOPHARM’s right to act with respect to subsequent or similar breaches.
13.6 ETHNOPHARM shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of ETHNOPHARM). You may not assign, in whole or part, the Terms to any person or entity.
13.7 If you are from outside of Europe, The Terms shall be governed by the laws of the Europe Union without regard to its conflict of law provisions and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of the European Union. If you are from the European Union, the Terms shall be governed by the laws of the European Union without regard to its conflict of law provisions and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of the European Union.
13.8 If you have any comments on the SERVICES we provide to you, you may contact our customer SERVICE support line (for ETHNOPHARM) with any such feedback or questions.