These terms and conditions, together with our Privacy Policy govern your use of ShangTalk.com ("ShangTalk"). By using these web sites (collectively called the "Service"), you consent and agree to these terms and conditions.

Copyright
ShangTalk, ShangTalk.com, "ShangTalk" the name and its Services are protected by Copyright as a collective work and/or compilation. Information, compilations of information, graphics and other material ("Content") of the Service is copyright ©2003 by ShangTalk. Unless otherwise explicitly stated by ShangTalk, you may copy the Content only for your own personal use, provided that you maintain all copyrights and other notices that are contained in the Content, but you may not otherwise download or store Content. Except as allowed by copyright laws, no copying, storage, publication, or redistribution of any Content is permitted without the express written permission of ShangTalk.

Claims of Copyright Infringement
If you believe that this site contains material which infringes upon your copyrighted work, please submit the following information to our designated copyright agent:

• A physical or electronic signature of the person authorized to act on behalf of the copyright owner;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of the location on this site of the work that you claim infringes the copyrighted work;
• Your contact information, including address, telephone number and e-mail address;
• A statement that you have a good faith belief that the use of the alleged infringing material is not authorized by the copyright owner, its agent or the law; and
• A statement by you, made under penalty of perjury, that the information submitted above is accurate and that you are either the copyright owner or authorized to act on the copyright owner's behalf.

Submit the information above to the following:
copyright@shangtalk.com

This contact information is only for reporting copyright infringement. Contact information for other matters is provided elsewhere on this site.

Correspondence received and Communication
ShangTalk reserves the right to use as it sees fit any and all information or correspondence sent to it or its current or future Services via email, letters, phone, or any electronic or other means of communication. You acknowledge that any communication with or transmission to ShangTalk may be intercepted or read by others and is not confidential. No fiduciary relationship exists between you and ShangTalk.

You represent, warrant, and covenant that you shall not upload, post, distribute or transmit through ShangTalk any information that (i) restricts or inhibits any other user from using or enjoying ShangTalk, (ii) in ShangTalk's discretion is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, or indecent, (iii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or violate the law, (iv) violates, plagiarizes, or infringes on the rights of third parties, (v) contains a computer virus or other harmful component, or (vi) constitutes or contains false or misleading indications of origin or statements of fact.

Disclaimer; No Warranty
ShangTalk makes no representations or warranties as to the accuracy of the Content. ShangTalk is not liable for omissions or typographical errors contained in the Content. You acknowledge that any reliance upon any Content shall be at your own risk. If a party for whom Content has been published discovers an error or omission in the Content, it is that party's obligation to notify ShangTalk of the error or omission; however, ShangTalk does not warrant that such error or omission will be corrected.

All transactions made based on information from the Service are solely between you and the Vendor. Your sole rights and remedies shall be against the Vendor. By using the Service, you acknowledge and agree that ShangTalk has no liability for any cost, damage, or harm, directly or indirectly, in connection with the delivery, failure to deliver, performance, quality, or any other aspect of any products or services ordered or attempted to be ordered via information from the Service.

You agree to indemnify, defend, and hold harmless ShangTalk and any of its officers, owners, agents, employees, affiliates, licensors, and licensees from and against any and all liability and costs, including, without limitation, regulatory penalties, attorneys' fees, and costs incurred in connection with any claim arising our of your use of the Service or any breach by you of these Terms and Conditions. ShangTalk reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter related hereto without the written consent of ShangTalk.

ShangTalk shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of the use or inability to use the Service. ShangTalk does not warrant that the Service will be uninterrupted, error free, or virus free; nor does ShangTalk make any warranty as to the results to be obtained from use of the Service or its Content. The Service and its Content are distributed on an "as is, as available" basis. ShangTalk MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OF IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may or may not apply to you. In such states, the liability of ShangTalk shall be limited to the greatest extent permitted by law. You expressly agree that the entire risk as to the quality and performance of the Service and the accuracy or completeness of the content is assumed solely by you.

External sites
ShangTalk is not responsible for the availability of, or the content located on or through, any external site referenced on its Services or in its communications. You should contact the site administrator of those external sites if you have any concerns regarding the content located on them. Links to and from ShangTalk and its sites do not constitute an endorsement by ShangTalk of any third party products or services.

Modifications
ShangTalk may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any database, feature, or content, without prior notice or liability. ShangTalk reserves the right, at its discretion, to change or modify all or any part of these Terms and Conditions at any time. Please review these Terms and Conditions from time to time to ensure that you are aware of any changes.

Forums
ShangTalk forums are maintained as a convenience for public participation among its members, using their real names. All contributions must conform with ShangTalk requirements and policies. Contributions may not contain advertising. Users are individually liable for their own contributions and ShangTalk expressly disclaims all responsibility or liability for any contributions. By posting a contribution, you grant to ShangTalk a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such contribution, in all media now known or hereafter developed. You hereby waive all rights to any claim against ShangTalk for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such contributions. ShangTalk reserve the right to monitor its forum(s) and to modify or remove specific content that it deems a violation of its requirements and policies, but ShangTalk has no obligation to do this. ShangTalk reserves the right to disclose any information necessary to satisfy any law, regulation, or governmental request, or to edit, refuse to post, or remove any information in whole or in part that in ShangTalk's sole discretion is objectionable or in violation of these Terms and Conditions.

Acceptance; Miscellaneous
Your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by ShangTalk. If at any time these Terms and Conditions are not acceptable to you, you should immediately cease use of the Service.

If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, that provision shall be enforced to the maximum extent permissible to further the intent of these Terms and Conditions, and the remainder of the Terms and Conditions shall continue in full force and effect.

These Terms and Conditions, together with the Privacy Policy, constitute the entire agreement between you and ShangTalk with respect to your use of the Service. Any cause of action you may have with respect to your use of the Service must be commenced with one (1) year after the claim or cause of action arises.

Choice of Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of California without regard to conflicts of laws provisions. Exclusive jurisdiction for any action related to these Terms and Conditions shall be an appropriate state or federal court located in the state of California.

Last updated 07|1|03