Terms And Conditions
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
1. Application and Acceptance of the Terms
1.2 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Gearwholesale.com, or (b) you are not permitted to receive any Services under the laws of Chinese or other countries / regions including the country / region in which you are resident or from which you use the Services.
1.3 You acknowledge and agree that Gearwholesale.com may amend any Terms at any time by posting the relevant amended and restated Terms on the Site. By continuing to use the Services or the Site, you agree that the amended Terms will apply to you.
1.4 If Gearwholesale.com has posted or provided 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 Site.
1.5 You may be required to enter into a separate agreement, whether online or offline, with Gearwholesale.com or our affiliate for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
1.6 The Terms may not otherwise be modified except in writing by an authorized officer of Gearwholesale.com.
2. Provision of Services
2.1 You must register as a member on the Site in order to access and use some Services. Further, Gearwholesale.com 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 Gearwholesale.com may impose in our discretion.
2.2 Some Services may be provided by Sinbury.com’s affiliates on behalf of Sinbury.com.
2.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. Gearwholesale.com may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 Gearwholesale.com may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
3. Users Generally
3.1 As a condition of your access to and use of the Site or Services, you agree that you will comply with all applicable laws and regulations when using the Site or Services.
3.2 You agree to use the Site or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Site (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with Gearwholesale.com, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the 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 Gearwholesale.com is prohibited. Use of any content or materials on the Site for any purpose not expressly permitted in the Terms is prohibited.
3.4 Gearwholesale.com 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 site. You are cautioned to read such web site' terms and conditions and/or privacy policies before using the Site. You acknowledge that Gearwholesale.com has no control over such third parties' web site, does not monitor such web site, and shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such web site.
3.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of Gearwholesale.com and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of Sinbury.com’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.
3.7 By posting or displaying any information, content or material (“User Content”) on the Site or providing any User Content to Gearwholesale.com or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Gearwholesale.com to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, such as using as product description on Gearwholesale.com, advertising outside Gearwholesale.com currently known in any manner and for any purpose which may be beneficial to the operation of the Site, the provision of any Services and/or the business of the User. You confirm and warrant to Gearwholesale.com that you have all the rights, power and authority necessary to grant the above license.
4. Member Accounts
4.1 User must be registered on the Site to access or use some Services (a registered User is also referred to as a “Member” below). Except with Sinbury.com’s approval, one User may only register one member account on the Site. We may cancel or terminate a User’s member account if we have reasons to suspect that the User has concurrently registered or controlled two or more member accounts. Further, we may reject User’s application for registration for any reason.
4.2 Upon registration on the Site, we shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User. An account may have a web-based email account with limited storage space for the Member to send or receive emails.
4.3 A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password by another person outside of the Member’s own business entity. Member agrees to notify Gearwholesale.com immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4.4 Member agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member.
4.5 Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to Gearwholesale.com or other Users of the Site. Member shall indemnify Gearwholesale.com, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, Gearwholesale.com shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to Member.
5. Member’s Responsibilities
5.1 Each Member represents, warrants and agrees that they have full power and authority to accept the Terms in this agreement.
5.2 Member will be required to provide information or material about your entity as part of the registration process on the Site for a 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 Site 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 represents, warrants and agrees that any User Content that they 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”).
5.5 Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
5.6 Each Member further represents, warrants and agrees that you shall:
5.7 Member may not use the Services and member account messaging to engage in activities which are identical or similar to Gearwholesale.com’s e-commerce business.
5.8 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Gearwholesale.com’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, Gearwholesale.com 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
5.9 Member acknowledges and agrees that Gearwholesale.com 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 Site. Gearwholesale.com does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. 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.
6. Breaches by Members
6.1 Gearwholesale.com reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Site which we reasonably believe is unlawful, violates the Terms, could subject Gearwholesale.com or our affiliates to liability, or is otherwise found inappropriate in Gearwholesale.com’s opinion.
6.2 If any Member breaches any Terms or if Gearwholesale.com has reasonable grounds to believe that any Member is in breach of any the Terms, Gearwholesale.com shall have the right to impose a penalty against the Member, or suspend or terminate the Member’s account or subscription of any Service without any liability to the Member. Gearwholesale.com shall also have the right to restrict, refuse or ban any and all current or future use of any other Service that may be provided by Gearwholesale.com. The penalties that Gearwholesale.com may impose include, among others, warning, removing any product listing or other User Content that the Member has submitted, posted or displayed, imposing restrictions on the number of product listings that the Member may post or display, or imposing restrictions on the Member’s use of any features or functions of any Service for such period as Gearwholesale.com may consider appropriate in our sole discretion.
6.3 Without limiting the generality of the provisions of the Terms, a Member will be considered as being in breach of the Terms in any of the following circumstances:
6.4 Gearwholesale.com 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, Gearwholesale.com may disclose the Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Gearwholesale.com shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against Gearwholesale.com for such disclosure.
6.5 If a Member is in breach of the Terms, Gearwholesale.com also reserves the right to publish the records of such breach on the Site. If such breach involves or is reasonably suspected of involving dishonest or fraudulent activities, Gearwholesale.com also reserves the right to disclose the records of such breach to our affiliates. Such Gearwholesale.com affiliates may impose limitation on, suspend or terminate the Member’s use of all or part of the services provided by such affiliates to the Member, take other remedial actions, and publish the records about the Member’s breach of the Terms on the website operated by or controlled by such Gearwholesale.com affiliates.
6.6 Gearwholesale.com may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Site without being liable to the Member if Gearwholesale.com has received notice that the Member is in breach of any agreement or undertaking with any affiliate of Gearwholesale.com and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. Gearwholesale.com shall have the right to publish the records of such breach on the Site. Gearwholesale.com shall not be required to investigate such breach or request confirmation from the Member.
6.7 Each Member agrees to indemnify Gearwholesale.com, 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 Site or Services, or from your breach of the Terms.
6.8 Each Member further agrees that Gearwholesale.com is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over the Site, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. Gearwholesale.com reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Gearwholesale.com in asserting any available defenses.
7. Transactions between Customers and Gearwholesale.com
7.1 Customers agrees to provide all information and materials as may be reasonably required by Gearwholesale.com in connection with orders placed at Gearwholesale.com. Gearwholesale.com has the right to suspend or terminate any Customers account if the Customer fails to provide the required information and materials or provides inaccurate or fraudulent information.
7.2 Each User agrees that Gearwholesale.com 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 use or storage of any products purchased from Gearwholesale.com.
7.3 Gearwholesale.com will maintain all applicable PCI DSS standards and protect all data provided by the cardholder.
8. Force Majeure
8.1 Under no circumstances shall Gearwholesale.com be held liable for any 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 our 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.
9. Intellectual Property Rights
9.1 Gearwholesale.com is the sole owner or lawful licensee of all the rights and interests in the Site and the Site Content. The Site and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and Site Content shall remain with Gearwholesale.com, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by Gearwholesale.com are hereby reserved.
9.2 " Gearwholesale.com " and related icons and logos are registered trademarks or service marks of Gearwholesale.com,
9.3 Gearwholesale.com may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
10. General Provisions
10.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and Gearwholesale.com with respect to and govern your use of the Site and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
10.2 Gearwholesale.com and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
10.3 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.
10.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
10.5 Gearwholesale.com 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 Gearwholesale.com). You may not assign, in whole or part, the Terms to any person or entity.