This Agreement is made by and between Golden Lotus Botanicals Inc. and you.
Due to the changing nature of the Internet (including the Web), Internet infrastructure technologies, and business practices and models to support virtual collaboration, Golden Lotus Botanicals Inc. shall have the right at any time to prospectively:
change the terms of this Agreement;
change the Site, including eliminating or discontinuing any product, service, or any other content on or feature of the Site; or
change any fees or charges for use of the Site.
Such changes shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to, posting on the Site or transmission (solely) via electronic mail. You acknowledge that such electronic notification is adequate, and benefits the parties through decreased cost and increased potential flexibility and speed. You understand and agree that your use of the Site after either such notice shall be deemed to constitute your acceptance of such changes.
You are expected to review this Agreement (and the Site-posted rules) and print and save and/or file them, periodically, in order to ensure your and your personnel's familiarity with the most current version.
For clarification purposes, the definition of content shall include, without limitation, software, data, materials and information.
Ownership: This Site is owned and operated by Golden Lotus Botanicals Inc. The software and all pages, images, text, materials, and other content within the Site are the sole property of Golden Lotus Botanicals Inc., except as otherwise clearly specified (e.g., for licensed third party content). Important information regarding third party content is contained in the Warranty and Limitation of Liability Information section, so we suggest that you carefully read that section of this Agreement. It is strictly prohibited to copy, reproduce, or republish all or any part of the Site. You acknowledge that you do not acquire any ownership rights by using the Site.
No Recycling: The use of any content found on this Site on any other Web site or networked computer environment is prohibited.
Proprietary Rights Notices: Modification of the materials or any use of any of the materials for any other purpose is a violation of Golden Lotus Botanicals Inc.'s (and third party's, when applicable) copyright and other proprietary rights. All trademarks, service marks, and trade names (collectively, the "Marks") are proprietary to Golden Lotus Botanicals Inc., or other respective owners which have granted Golden Lotus Botanicals Inc. the right and license to use such Marks.
D.M.C.A. Notifications: The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Golden Lotus Botanicals Inc. infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Web site, currently located at http://www.loc.gov/copyright. Notices and counter-notices for the Site should be sent to firstname.lastname@example.org. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be substantial penalties for false claims.
CODE OF CONDUCT
While using the Site or Site-related services, you agree not to:
Post additional comments on top of the Site requiring additional non-Golden Lotus Botanicals Inc. technology (including but not limited to unauthorized "virtual graffiti");
Disparage or criticize in any way any other user of the Site, including, without limitation, Golden Lotus Botanicals Inc. partners and customers;
Restrict or inhibit any other user from using and enjoying the Site and the Site-related services;
Upload, post or transmit any content which is unlawful, fraudulent, harmful, threatening, abusive, harassing, tortious, libelous, defamatory, vulgar, obscene, hateful, invasive of privacy or publicity rights, or racially, ethnically or otherwise objectionable;
Impersonate any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with Golden Lotus Botanicals Inc. or any person or entity;
Without Golden Lotus Botanicals Inc.'s prior written approval, upload, post or transmit any unauthorized advertising, promotional materials, "junk mail," "spam," "chain letter," "pyramid scheme," or any other form of unauthorized solicitation;
Upload, post or transmit any content that contains a virus, worm, "time-bomb" (sometimes called "time-lock" or "drop-dead" device), "Trojan horse", "cancelbot", unauthorized access (sometimes called "trap door") code, or any other disruptive or harmful component;
Disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges through the Site (including, without limitation, by the excessive use of scripts, sound waves or scrolling);
Interfere with or disrupt the use of the Site or servers or networks connected to the Site, through "spoofing", "denial of service" (high volume traffic) attack, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
Forge e-mail headers or "trace route" information or otherwise manipulate any identifier in order to disguise the origin of any content uploaded, posted or transmitted on or through the Site;
Upload, post or transmit any content in violation of another party's patent, copyright, trademark, trade secret, or other intellectual property, contract or other right(s);
Upload, post or transmit any content that you do not have a confirmed right to transmit under law or under a contractual or fiduciary relationship (including, without limitation, inside information, or proprietary or confidential information learned or disclosed as part of an employment relationship or under nondisclosure agreement);
Intentionally or unintentionally violate any applicable local, provincial, national, or international laws or any regulations having the force of law;
Modify, adapt, sublicense, translate, sell, distribute, broadcast, publicly display, exploit for commercial purposes, reverse engineer, decompile, or disassemble any portion of the Site or any Site-related services;
"Stalk" or otherwise harass another party, or harm minors in any way; or
Collect or store personal or other individually identifiable data about another user of the Site.
You acknowledge that Golden Lotus Botanicals Inc.'s ability and cost to provide the Site is enabled by these requirements, and Golden Lotus Botanicals Inc. has no obligation to monitor, edit or revise the Site or Site-related services. However, you acknowledge and agree that Golden Lotus Botanicals Inc. has the right (at Golden Lotus Botanicals Inc.'s option) to monitor the Site and the Site-related services (including, without limitation, e-mail, chat rooms, downloads, forums and events, if any), and to disclose any content uploaded, posted or transmitted on or through the Site to any third party in order to: (a) operate the Site, (b) enforce this Agreement, (d) comply with a legal obligation or governmental request or order, (d) respond to a claim that any such content violates the intellectual property or other right of a third party, and (e) protect Golden Lotus Botanicals Inc. and its partners, customers and the public.
Golden Lotus Botanicals Inc. reserves the right, at any time and with or without notice, to refuse to post or to remove any such content, in whole or in part, that is, in its sole discretion, unacceptable, offensive or in violation of this Agreement or any applicable law.
WARRANTY AND LIMITATION OF LIABILITY INFORMATION
YOU ACKNOWLEDGE AND AGREE THAT EACH OF THE SITE, THE SITE-RELATED SERVICES, INCLUDING WITHOUT LIMITATION CREDIT CARD PAYMENT SERVICES, THE CONTENT UPLOADED, POSTED OR TRANSMITTED ON OR THROUGH THE SITE, AND ANY PRODUCT, SOFTWARE, DATA, OR SERVICE DOWNLOADED, LICENSED OR PURCHASED THROUGH THE SITE ARE PROVIDED SOLELY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, PERFORMANCE, TITLE, AND QUALITY, FAILURE TO REALIZE ANTICIPATED SAVINGS, WHICH ARE EXPRESSLY DISCLAIMED.
Golden Lotus Botanicals Inc. MAKES NO WARRANTY THAT YOUR ACCESS TO THE SITE OR THE SITE-RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, ACCURATE, RELIABLE, ERROR-FREE, OR SECURE. NO OPINION, ADVICE, OR STATEMENT OF Golden Lotus Botanicals Inc. OR ITS AGENTS SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND PURCHASE OR USE OF CONTENT, PRODUCTS, DATA, AND/OR SERVICES PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT Golden Lotus Botanicals Inc. AND EACH OF ITS PARTNERS, AFFILIATES, ITS THIRD PARTY CONTENT PROVIDERS AND LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, ARE NOT AND WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE SITE, THE SITE-RELATED SERVICES INCLUDING CREDIT CARD FRAUD OR CHARGEBACKS, AND/OR ANY CONTENT UPLOADED, POSTED, DOWNLOADED FROM OR TRANSMITTED ON OR THROUGH THE SITE. WITHOUT LIMITING THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT Golden Lotus Botanicals Inc. IS NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY THIRD PARTY'S NEGLIGENT, OR INTENTIONALLY HARMFUL DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT, INCLUDING THE ACTIONS OF OTHER USERS OR THIRD-PARTIES, AND THAT ANY RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, THE SITE-RELATED SERVICES AND/OR ANY CONTENT UPLOADED, DOWNLOADED, POSTED OR TRANSMITTED ON OR THROUGH THE SITE IS TO STOP USING THE SITE AND/OR THOSE SERVICES.
A possibility exists that the Site could include inaccuracies or errors. Additionally, a possibility exists that unauthorized additions, deletions and alterations could be made by third parties to the Site. You understand that all content uploaded, posted or transmitted on or through the Site, whether publicly or privately, is the sole responsibility of the person from which such content originated. Although Golden Lotus Botanicals Inc. plans to attempt to use reasonable efforts to protect the integrity of the Site, Golden Lotus Botanicals Inc. can make no guarantee whatsoever as to any Site content timeliness, completeness, or accuracy. Golden Lotus Botanicals Inc. assumes no liability or responsibility for any error or representation in the content of this Site. In the event that such an inaccuracy arises, please inform Golden Lotus Botanicals Inc. so that it can be reviewed and hopefully corrected.
In many instances, content uploaded, posted or transmitted on or through the Site represents the opinions and judgments of the respective content provider, Site user, a Golden Lotus Botanicals Inc. customer (or employee of a customer), or some other user not under contract with Golden Lotus Botanicals Inc. Consequently, Golden Lotus Botanicals Inc. can neither endorse nor be responsible for the accuracy or reliability of any opinion, advice or statement made on the Site by anyone other than a specifically-designated authorized Golden Lotus Botanicals Inc. employee spokesperson while acting in his/her official capacities. Under no circumstances will or can Golden Lotus Botanicals Inc. be liable to you or any third party for any loss or damage caused by your reliance on any content uploaded, downloaded, posted or transmitted on or through the Site. It is your responsibility to evaluate the accuracy, completeness or usefulness of such content as you independently see fit.
The Site may contain links to other sites on the Internet that are owned and operated by Golden Lotus Botanicals Inc.'s Partners (e.g., consultants for installing Golden Lotus Botanicals Inc. products, suppliers of technology components, etc.), customers and other third parties (the "External Sites"). Golden Lotus Botanicals Inc. has not reviewed and will not review the Web sites that are linked to the Site. Golden Lotus Botanicals Inc. has no control over such External Sites. You acknowledge and agree that Golden Lotus Botanicals Inc. does not endorse any External Site and is not responsible or liable for any content, advertising, products, or other materials that may appear on or may be available on, from or through any such External Site. You further acknowledge and agree that Golden Lotus Botanicals Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the purchase or use of or reliance on any such content, advertising, products, credit card payment processing or other activities or materials on such External Sites.
You agree to indemnify, defend and hold harmless Golden Lotus Botanicals Inc. and its affiliates, partners, third party content providers and licensors and each of their respective directors, officers, employees and agents from and against any and all claims, actions, suits, proceedings, judgments, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and related reasonable costs) arising directly or indirectly out of or in connection with (a) your breach of this Agreement (including, without limitation, your violation of the Code of Conduct above), (b) any content uploaded, posted or transmitted by you on or through the Site and/or (c) your activities in connection with the Site or any Site-related services or content.
REGISTRATION/USE OF SECURE AREA AND PASSWORD
Should you use any part or feature of the Site that requires registration, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Golden Lotus Botanicals Inc. has ground to suspect that such information is untrue, inaccurate, not current or incomplete, Golden Lotus Botanicals Inc. has the right to suspend or terminate your account and/or to refuse any and all current or future use of the Site and the Site-related Services (or any portion thereof). Additionally, any fraudulent activity on your part with respect to registration and use of the credit card processing services will be pursued to the maximum extent permitted by law.
Use of any password-protected area of the Site is restricted to the individual (or covering co-worker) who has been given permission and a password to enter such area (the "Authorized Party"). The password cannot be distributed to others, and the Authorized Party (or her/her employer) is responsible for any and all proven damages to Golden Lotus Botanicals Inc. directly resulting from the intentional or negligent distribution of his or her password. If more than one individual wishes to use a single password belonging to an Authorized Party, then such Authorized Party must request express permission from Golden Lotus Botanicals Inc. in writing, it being understood that Golden Lotus Botanicals Inc. shall be under no obligation to approve any such request.
Golden Lotus Botanicals Inc. shall have the right, at any time and for any reason, in its sole discretion and with or without notice, to immediately terminate this Agreement and/or any individual's access to and use of the Site and/or such user's password(s) or account(s), in whole or in part (including, without limitation, in the event of any conduct by such user which Golden Lotus Botanicals Inc. deems unacceptable, inappropriate or offensive or any breach by such user of this Agreement or any applicable law). You agree that Golden Lotus Botanicals Inc. shall not be liable to you or to any third party for any such termination, other than Golden Lotus Botanicals Inc. will refund the pro rate portion of any then-unearned fee (if any) if termination occurs solely at Golden Lotus Botanicals Inc.'s discretion and not for breach of this Agreement or applicable law.
Applicable Agreement(s): This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties hereto are expressly canceled. You may be subject to additional terms and conditions that may apply if and when you use third party content or services.
Waiver: No provision of this Agreement can be waived except in witting by an authorized Golden Lotus Botanicals Inc. representative. No waiver by Golden Lotus Botanicals Inc. of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Assignability: You may not assign, delegate or otherwise transfer this Agreement or any of your rights and obligations hereunder without Golden Lotus Botanicals Inc.'s prior written consent, including by operation of law, merger or other consolidation.
Severability; Headings: If any provision of this Agreement shall be unlawful, void or unenforceable, then such provision shall be deemed serverable from this Agreement and shall not affect the validity any enforceability of any remaining provisions. Any heading, caption, or paragraph title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof.
CHOICE OF LAW
This Agreement is entered into in the Sate of California, USA, and shall be governed by and construed in accordance with the laws of the State of Oregon, exclusive of its choice of law rules, and applicable federal law. The U.N. Convention on Contracts for the International Sale of Goods shall not apply.
This Agreement is in the English language only, which language shall be controlling in all respects. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
Except for actions for temporary and/or preliminary injunctive relief and/or an action to enforce an arbitration decision, all disputes, controversies or claims arising out of or related to your use of the Site, as well as the scope, application, interpretation and construction of the terms and conditions of use of the Site (including any non-contractual claims between the Parties), shall be referred to mediation under the WIPO Mediation Rules in effect at the time the dispute arises.
If the dispute, controversy or claim is not settled pursuant to mediation within 15 calendar days, then, at the written request of either party, the dispute, controversy or claim shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules in effect at the time the dispute arises.
THE PLACE OF MEDIATION AND OF ARBITRATION SHALL BE AUSTIN, TEXAS AND THE LANGUAGE SHALL BE ENGLISH. All arbitration hearings and all meetings pursuant to this section shall be held in Victoria, British Columbia. The arbitrator(s) shall conduct a hearing within 30 days after their selection, and the award shall be rendered within 5 days after the completion of the hearing. The expenses of the arbitration (including the arbitrators) shall be shared equally by you and Golden Lotus Botanicals Inc.
AVAILABILITY: DEPENDENCE ON THE PUBLIC INTERNET. You acknowledge and agree that the Internet (including, without limitation, that portion known as the World Wide Web) is a network of private and public networks, that Golden Lotus Botanicals Inc. has no control over the Internet or the Web, and that therefore, Golden Lotus Botanicals Inc. is not liable for the interruption, erroneous performance, or discontinuance of operation, of any portion of the Internet, or possible regulation of the Internet which might interfere with or restrict the operation of this Site.
VOID WHERE PROHIBITED
Not all products or services discussed or referenced in or on the Site are available to all persons, or in all geographic locations or jurisdictions, even though the Site may be accessible worldwide. Golden Lotus Botanicals Inc. reserves the right to limit the availability of the Site and/or the provision of any product or service to any person, geographic area or jurisdiction in its sole discretion, and to limit the quantity of any such product or service that it may provide.