This Terms of Use Agreement (the "Agreement") describes the terms and conditions applicable to your use of the b2s.com Web site which is identified by the uniform resource locator www.b2s.com ("b2s"). This Agreement is entered into between you as the user of b2s ("User") and Global Market Group (Asia) Ltd. ("Marketplace").

1. Application of and Acceptance of Terms and Conditions.

1.1

For the purposes of this Agreement, a User is any person who accesses b2s for whatever purpose, regardless of whether such User has registered with Marketplace as a registered user or is a paying customer for a specific service provided by Marketplace. A User includes the person using this b2s and any legal entity which may be represented by such person under actual or apparent authority.

1.2

By accessing or using b2s, 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 b2s in its present form and any future upgrade, modification, addition or change to b2s. If you do not accept all of the Terms and Conditions of this Agreement, please do not use b2s.

1.3

This Agreement applies to each Paid Service (as defined below) in addition to any terms and conditions that may be applicable to such specific Paid Service.

1.4

Marketplace may amend this Agreement at any time by posting the amended and restated Agreement on the b2s. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on 1 July, 2003. Posting by Marketplace of the amended and restated Agreement and your continued use of b2s 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 Marketplace.

2. Charges and Fees; Paid Services

2.1

Access to b2s and certain of its features are provided to all Users free of charge. However, Marketplace reserves the right, without prior notice, to charge each User fees for the use of or access to b2s or its features.

2.2

Marketplace provides certain services to Users who have undergone a specific registration process and agreed to pay for such services ("Paid Services"). Access to and use of certain features and content of b2s that are part of a Paid Service are governed by additional terms and conditions under separate agreements in addition to this Agreement.

2.3 The following features of b2s, among other things, are part of Paid Services:
a) Submission, editing and display of company information in a Company Profile
b) Submission, editing and display of product-related information (including product images) in a Product Catalog or Showroom
c) Submission, editing and display of offers to sell products or services or general advertising messages as Trade Leads
d)

Business name, address and contact person as authenticated and verified by a credit agency and displayed in Marketplace's Corporate Web site.

   
2.4

Marketplace reserves the right to deny Paid Services to any User for whatever reason in order to protect Marketplace's interests.

3. Users Generally.

3.1

Users may use b2s 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 b2s ("Marketplace Content") for the purpose of re-selling or re-distributing Marketplace Content, mass mailing (via e-mails, wireless text messages, physical mail or otherwise), operating a business that competes with Marketplace, or otherwise commercially exploiting Marketplace Content.

3.2

Some of the Marketplace Content displayed on b2s is provided or posted by third parties ("Third Party Content"). Neither Marketplace nor any of its affiliates, directors, officers or employees has entered into any sales agency relationship with any such third party by virtue of Marketplace's display of the Third Party Content on b2s. Any Third Party Content is the sole responsibility of the party who provided the content. Marketplace is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance on such Third Party Content. In addition, Marketplace is not responsible for the conduct of any User's activities on b2s, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.

3.3

Marketplace may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word links, banners, channels or otherwise) to such third party's Web site. User acknowledges that Marketplace has no control over such third party's Web site and Marketplace shall not be responsible or liable to anyone for such Web site, or any content, products or services made available on such Web site.

3.4

Messages or information sent by a User through communication systems provided by b2s, or through e-mails, faxes or letters to addressees obtained from b2s, shall not contain any of the materials described in the provisions of Section 5.5 below.

3.5

Marketplace reserves the right to limit, deny or create different access to b2s 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 b2s wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall Marketplace be liable to the User or any third party or parties for any inability to use b2s (whether due to disruption, limited access, changes to or termination of any features on b2s 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 b2s or any of its features.

3.6

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

3.7

We urge that you read Marketplace's Privacy Policy which governs the protection and use of each User's information in Marketplace's possession. Each User hereby accepts the Privacy Policy and any updates and amendments thereto. Each User acknowledges that Marketplace may change the Privacy Policy from time to time provided that Marketplace shall make available the updated version of the Privacy Policy on b2s at all times. Your continuation of use of b2s shall be deemed to be your acceptance of the Privacy Policy which is then displayed on the b2s at the time of such use.

4. Registered Users

4.1

Each User who has filled out an on-line registration form on b2s by giving its information (such as name, address, telephone and fax number, e-mail address, details of its business, etc.) is a registered user of Marketplace (a "Registered User"). Marketplace will establish an account ("Account") for each Registered User and each Registered User is assigned a User alias ("Username") and password ("Password") for log-in access to its own Account.

4.2

Registered Users shall not access or enjoy the benefits of any Paid Services without payment for such services; provided, however, that Marketplace may permit such free access or enjoyment of Paid Services by a Registered User on a case-by-case basis; provided, further, that Marketplace reserves the right at any time to deny access to any Paid Service (including but not limited to termination of the Account of such Registered User) if the Registered User has not paid Marketplace the relevant charges and fees under the terms of such Paid Service.

4.3

Marketplace may suspend or terminate a Registered User's Account at any time by giving no less than 24 hours' notice to the Registered User; provided, however, that notice is not required for such termination if, in Marketplace's determination, there is any breach of the provisions of this Agreement by the Registered User.

4.4

Notwithstanding Section 4.1 above, Marketplace may refuse registration and deny the issuance of an Account and associated Username and Password to any User for whatever reason.

5. Users Who Post Information on Marketplace

5.1

You must be a Registered User in order to post information on b2s using the self-help submit and edit tools provided through b2s. Your status as a Registered User is governed by the provisions of Section 4 above.

5.2

No sales agency relationship is created between any User and Marketplace, our affiliates, directors, officers or employees by virtue of Marketplace's display of any of the User's information on the b2s.

5.3

Each User hereby represents, warrants and agrees to: (a) provide Marketplace with true, accurate, current and complete information to be displayed on b2s; and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each User hereby grants an irrevocable, perpetual, worldwide and royalty-free license to Marketplace to display and use all information provided by such User in accordance with the purposes set forth in this Agreement. Each User further agrees that by posting any material or information anywhere on b2s it surrenders its copyright and any other proprietary right in the posted material or information.

5.4

Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright or trademark licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on b2s or provides to Marketplace or authorizes Marketplace to display does not violate the copyright, trademark, trade secret or any other personal or proprietary rights of any third party, or else is posted with the permission of the owner(s) of such rights.

5.5 Each User hereby represents, warrants and agrees that information submitted to Marketplace for display on b2s shall not:
(a) 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;
(b) be part of a scheme to defraud other Users of b2s or for any other unlawful purpose;
(c) relate to sale of products or services that 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;
(d) violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
(e) be defamatory, libelous, unlawfully threatening or unlawfully harassing;
(f) be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promote sexually explicit materials or be otherwise harmful to minors;
(g) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(h) 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, gives rise to civil liability, or otherwise violates any law or regulation;
(i) solicit business from any Users in connection with a commercial activity that competes with Marketplace; or
(j) contain any computer virus or other destructive device or code that has the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information.

5.6

Marketplace reserves the right in it sole discretion to remove any material displayed on b2s which it reasonably believes is unlawful, could subject Marketplace to liability, violates this Agreement or is otherwise found inappropriate in Marketplace's opinion. Marketplace 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. In connection with any of the foregoing, Marketplace may suspend or terminate the Account of any User as Marketplace deems appropriate in its sole discretion.

6. Transactions between Buyers and Suppliers

6.1

Through b2s, Marketplace provides an electronic web-based platform for exchanging information between buyers and suppliers of products and services. Marketplace does not represent the seller or the buyer in specific transactions and does not charge any commission for completing any transactions. As a result, Marketplace 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 b2s or the ability of suppliers to complete a sale or the ability of buyers to complete a purchase.

6.2

Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using b2s to conduct transactions. Such risks shall include, but not be limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). Each User agrees that Marketplace shall not be liable or responsible for any damages that may arise a result of or in connection with any Transaction Risks.

6.3

Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of b2s, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

6.4

In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Marketplace (and its 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.

7. Limitation of Liability

7.1

The features and services on b2s are provided on an as is' and as available' basis, and Marketplace hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantablility or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded.

7.2

Marketplace makes no representation or warranty about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through the site.

7.3

Any material downloaded or otherwise obtained through b2s is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Marketplace or through or from b2s shall create any warranty not expressly stated herein.

7.4

Under no circumstances shall Marketplace be held liable for an delay or failure or disruption of the content or services delivered through b2s 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.

7.5

Each User hereby agrees to indemnify and save Marketplace, 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 b2s (including but not limited to the display of such User's information on b2s) or from its breach of any of the Terms and Conditions of this Agreement. Each User further agrees that Marketplace 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.

7.6 Marketplace 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 inability to use b2s;
(b) any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through b2s;
(c) unauthorized access by third parties to data or private information of any User;
(d) statements or conduct of any User of b2s; or
(e) any matters relating to Paid Services however arising, including negligence.

8. Intellectual Property Rights

8.1

Marketplace is the sole owner or lawful licensee of all the rights to b2s and Marketplace Content. The b2s and Marketplace Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in b2s and Marketplace Content shall remain with Marketplace, its affiliates or licensors of Marketplace Content, as the case may be. All rights not otherwise claimed under this Agreement or by Marketplace are hereby reserved.

8.2

"MARKETPLACE", "B2S.COM" and related icons and logos are registered trademarks or trademarks or service marks of Marketplace 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.

9. Notices

9.1

All notices or demands to or upon Marketplace shall be effective if in writing and shall be duly made when sent to Marketplace in the following manner: to Global Market Group (Asia) Ltd, 5/F, Pan Asia Centre, No. 137 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong, Attn: Customer Service Department.

9.2

All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or e-mail to the last-known correspondence, fax or e-mail address provided by the User to Marketplace. Notice to a User shall be deemed to be received by such User if and when (a) Marketplace is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or (b) immediately upon Marketplace's posting such notice on an area of b2s that is publicly accessible without charge.

10. General

10.1

Subject to any additional agreements relating to Paid Services, this Agreement and the Privacy Policy constitute the entire agreement between the User and Marketplace with respect to access to and use of b2s, superseding any prior written or oral agreements in relation to the same subject matter herein.

10.2

If any provision herein is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

10.3

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

10.4

Marketplace'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 or waive Marketplace's right to act with respect with subsequent or similar breaches.,

10.5

Marketplace shall have the right to assign its obligations and duties in this Agreement and in any agreement relating to Paid Services to any person or entity.

10.6

This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region ("Hong Kong") without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Hong Kong.