This Terms of Use Agreement (Hereinafter the "Agreement") describes the terms and conditions applicable to your use of Qiming Auto Electric Ltd.¡¯s website which is identified by the uniform resource locator www.alternatorandstarter.com. (Hereinafter the "Site"). This Agreement is entered into between you as the user of the Site (Hereinafte the "User") and Qiming Auto Electric Ltd. (Hereinafte the "Qiming").

 

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 such User has registered with www.alternatorandstarter.com as a registered user or whether such User is a customer for a specific service provided by www.alternatorandstarter.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 Qiming Auto Electric Ltd. 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 Qiming Auto Electric Ltd. 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 July 5, 2004. Posting by Qiming Auto Electric Ltd. 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 Qiming Auto Electric Ltd.

 

2. Premium Services

2.1 Access to the Site and certain of its features are provided to all Users free of charge. However, Qiming Auto Electric Ltd. reserves the right, without prior notice, to restrict access to certain areas or features of the Site ("Premium Services") to special 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 Qiming Auto Electric Ltd. reserves the right to deny Premium Services to any User for whatever reason in order to protect Qiming Auto Electric Ltd.¡¯s interests.

 

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 for the purpose of re-selling or re-distributing, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with Qiming Auto Electric Ltd., or otherwise commercially exploiting the www.alternatorandstarter.com Content. Systematic retrieval of www.alternatorandstarter.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 Qiming Auto Electric Ltd. is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.

 

3.2 Qiming Auto Electric Ltd. 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 www.alternatorandstarter.com has no control over such third party's web site, does not monitor such sites, and www.alternatorandstarter.com shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such web site.

 

3.3 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.

 

3.4 Qiming Auto Electric Ltd. 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 Qiming Auto Electric Ltd. 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.

 

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

 

3.6 We urge that you read Qiming Auto Electric Ltd.¡¯s Privacy Policy which governs the protection and use of each User's information in Qiming Auto Electric Ltd.'s possession. Each User hereby accepts the Privacy Policy and any updates and amendments thereto. Each User acknowledges that Qiming Auto Electric Ltd. may change the Privacy Policy from time to time provided that Qiming Auto Electric Ltd. 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.

 

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 www.alternatorandstarter.com. Qiming Auto Electric Ltd. will establish an account for each Registered User and each Registered User Is assigned a user alias ("Member ID") and password ("Password") for log-in access to its own Account.

 

4.2 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 www.alternatorandstarter.com during the registration process is true, accurate, current and complete.  

 

4.3 By becoming a Registered User, you consent to the inclusion of your personal data in our Database and authorize www.alternatorandstarter.com to share such information with others.

 

4.4 Qiming Auto Electric Ltd. may suspend or terminate a Registered User's 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 Qiming Auto Electric Ltd.'s determination, there is any breach of the provisions of this Agreement by the Registered User; or (b) Qiming Auto Electric Ltd. has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or (c) Qiming Auto Electric Ltd. believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, www.alternatorandstarter.com 's other Users, or www.alternatorandstarter.com itself or its affiliates.

 

4.5   Notwithstanding Section 4.1 above, Qiming Auto Electric Ltd. may refuse registration and deny the issuance of an Account and associated User ID and Password to any User for whatever reason.

 

5.       Limitation of Liability

 

5.1 Under no circumstances shall Qiming Auto Electric Ltd. 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.

 

5.2 Each User hereby agrees to indemnify and save Qiming Auto Electric Ltd., 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 further agrees that Qiming Auto Electric Ltd. 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. Qiming Auto Electric Ltd. reserves the right; at it 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 Qiming Auto Electric Ltd. in asserting any available defenses.

 

5.3  Qiming Auto Electric Ltd. shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever, 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)        unauthorized access by third parties to data or private information of any User;

(c)        statements or conduct of any User of the Site; or

(d)    any matters relating to Premium Services however arising, including negligence.

 

6.       Intellectual Property Rights

 

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

 

6.2 Qiming Auto Electric Ltd. and related icons and logos are registered trademarks or trademarks or service marks of Qiming Auto Electric Ltd. 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.

 

7.       Notices

 

7.1 All notices or demands to or upon Qiming Auto Electric Ltd. shall be effective if in writing and shall be duly made when sent to Qiming Auto Electric Ltd. in the following address: No. 8 Fenghuang Road, Huzhou, Zhejiang, China 313000

 

7.2 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 www.alternatorandstarter.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) Qiming Auto Electric Ltd. is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or (b) immediately upon www.alternatorandstarter.com's posting such notice on an area of the Site that is publicly accessible without charge.

 

8.       General

 

8.1 Subject to any additional agreements relating to Premium Services, this Agreement and the Privacy Policy constitute the entire agreement between the User and Qiming Auto Electric Ltd.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.

 

8.2 Qiming Auto Electric Ltd. and the Member 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 provision herein is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

 

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

 

8.5 Qiming Auto Electric Ltd.'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 w Qiming Auto Electric Ltd.'s right to act with respect with subsequent or similar breaches.

 

8.6 Qiming Auto Electric Ltd. 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.

 

8.7 This Agreement shall be governed by the laws of the People¡¯s Republic of China without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of the People¡¯s Republic of China.