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1. These Terms and Conditions of Use are intended for all individuals ["Users"] who access and/or enter into any part of the Company's web site known as NexC ["Site"].

2. The Company reserves the right to amend and/or add, delete all provisions mentioned below and other information within these Terms and Conditions of Use, from time to time without notice. In this respect the Company advises all Users to check these Terms and Conditions of Use at regular intervals. The Terms and Conditions of Use were last updated in [August] 2001.

General use of the Site

1. Users, by clicking on the accept button, warrant that they possess the legal authority to enter into a legally binding contract and use the Site in accordance with these Terms and Conditions of Use. Users agree to be totally responsible, including financially, for the use of the Site (as well as the use of Users' accounts by others including without limitation, minors living with such Users). Users also agree to supervise all usage by minors of the Site.

2. The information available on or from the Site are to be used for non-commercial purposes. Any unauthorized commercial use of the information or services provided through the Site or resell of these services is expressly prohibited. By accessing the Site and down loading any information from the Site, the Users agree to do such, but subject to the Terms and Conditions of Use.

3. Users agree not to post or transmit any message, information, data, text, software or images or other materials that are unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, otherwise objectionable or that may invade another's right of privacy or publicity.

4. Users agree not to impersonate any person or entity, including without limitation a Company employee or agent, an authorized User of the Company's services, a candidate, placement specialist or an employer; or otherwise misrepresent their affiliation with any person or entity.

5. Users agree not to post or transmit any information and/or material that such Users have no right to reproduce, display or transmit under applicable national and international law, contractual or fiduciary relationships (for example, a resume not belonging to the User but to another individual).

6. Users agree not to delete, modify or alter any material posted by any other Users or entity not related to them.

7. Users agree not to copy or use any Personally Identifiable Information about candidates for employment for purposes other than consideration of the candidates for potential employment by their companies.

8. In respect to the security of the Site, Users are prohibited from violating or attempting to violate the security of the Site, including without limitation:

(a) Accessing or attempting to access data not intended for Users' use or logging or attempting to log on to a server or another User's account, which the Users are not authorized to access;

(b) Attempting to probe, scan or test the vulnerability of a system or network or to breach the security or authentication measures of the Site without authorization;

(c) Attempting to interfere with the service of any other Users, hosts or networks, including without limitation, submitting a virus to the Site, overloading, flooding, spamming, mailbombing or crashing or such other acts, which are intended to disrupt the functionality of the Site;

(d) Sending unsolicited e-mail, including promotions and/or advertising of products or services; and

(e) Forgoing any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

9. Users agree to abide by all applicable national and international laws and regulations and be solely responsible for all acts and omissions that occur consequent to their use.

10. Users agree not to use the Site in order to transmit, distribute, store or destroy materials in violation of any applicable law or regulation, in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or that may be libelous, obscene, threatening, harmful, vulgar, abusive or hateful.

Specific Prohibited Uses

1. In addition to the above stated terms in relation to the general use of the Site, Users agree that the Site and its services may be used by them for lawful purposes only. The Company specifically prohibits use of the Site by Users on any of the following:

(a) Posting any incomplete, false or inaccurate biographical information or other misleading information or misrepresentation, which is not their own accurate resume;

(b) Posting any business opportunity including, but not limited to distributorship or sales representative agency arrangement, which requires up front or periodic payment, and/or business opportunity to pay commission only (without any significant salary) or requires recruitment of members, sub-distributors or sub-agents;

(c) Deleting, revising or in any way altering any material posted by any other Users or entities;

(d) Taking any action that in any way creates or imposes an unreasonable or disproportionately large load on the Site's infrastructure, creating interference with the proper workings of the Site;

(e) Using or attempting to use any engine, software, tool, agent or other device or mechanism to navigate or search the Site other than the search engine and search agents available from the Company on the Site and other generally available third party web browsers (e.g., Netscape Navigator, Microsoft Internet Explorer). The use of spiders, rights, intelligent agent are expressly prohibited; and

(f) Framing of or linking to any of the materials or information available from the Site.


1. The Company does not represent or guarantee the truthfulness, accuracy, or reliability of communications posted by its Users or endorse any opinion expressed by Users. Users acknowledge that any reliance on material posted on the Site by other Users will be at their own risk.

2. The Company acts as a passive conduit for the online distribution and publication of User-submitted information. The Company has no obligation to screen communications in advance and is not responsible for screening or monitoring material posted by Users. If notified by a User of communications, which allegedly do not conform to these Terms and Conditions of Use, the Company may investigate the allegation and determine, in good faith and sole discretion, whether to remove or request the removal of the communications. The Company has no liability or responsibility to the Users for performance or non-performance of such activities. The Company reserves the right to expel Users and prevent their further access to the Site for violating these Terms and Conditions of Use, or any relevant law, and the right to remove communications, which are abusive, illegal, or disruptive.

3. By submitting content to any public area of the Site, including message boards, forums and chat rooms, promotions and contests, Users grant the Company and its affiliates the royalty-free, perpetual, irrevocable, non-exclusive right (including any moral right) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the contents (in whole or in part) worldwide and/or to incorporate them in other works in any form, media, or technology now known or later developed, for the full term of any right that may exist in such contents. Users also warrant that the holder of any right, including moral rights in such contents, has completely and effectively been waived.

4. Users agree to indemnify and hold the Company, its holding company and all its subsidiaries and affiliates, officers, and employees harmless of any claim or demand asserted by a third party due to or arising from the use or conduct on the Site.

5. In any event, the Company reserves the absolute right to refuse or cease to provide it's Users services that it provides through the Site at its discretion, if the Company believes that the relevant Users' conducts violate applicable law or is harmful to the interests of the Company and other Users.

Registration and Password

1. Users are responsible for maintaining the confidentiality of their personal information and password. Users shall be responsible for all use under their registration, whether or not authorized by them. Users agree to immediately notify the Company of any unauthorized use of their registration or password.

Force Majeure

1. The Company will not be held liable for any damage or loss arising from an act of Force Majeure. "Force Majeure" shall mean all and any event, which are beyond the control of the Company or any of its affiliates, subsidiaries or service partners - which are unforeseen and unavoidable and arise after the date hereof, which prevent total or partial performance of the Company's obligations or those of any of its related companies. Such an event shall include earthquakes, typhoons, flood, natural disaster or fire, strikes, dangers incidental to sea, land and air travel, government action, civil war, industrial disputes, power failure, hardware and or system failure, malfunction or breakdown, failure of Internet transmission or links, system hacking, software contamination or corruption, howsoever caused. If an event of Force Majeure occurs, the Company's contractual obligations shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended without penalty for a period equal to such suspension.

Entire Agreement

1. These Terms and Conditions of Use contain the entire agreement between the Company and the Users relating to the use of the Site and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter; and may not be amended or modified except in writing.

2. These Terms and Conditions of Use shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

Intellectual Property

1. All contents on the Site are properties of the Company. The Company's trademark is registered under the laws of the Special Administrative Region of the People's Republic of China, Hong Kong ("Hong Kong") and other jurisdictions, unauthorized use including copying, reproduction, modification, distribution, transmission, re-publication or display of any of the information available from the Site is strictly prohibited.

No Assignment

1. Users may not assign, convey, subcontract or delegate their rights, duties or obligations hereunder.


1. No Warranty on Accuracy of Information: The information, products or services included or available through the Site may include inaccuracies or typographical errors. Any advice received via the Site should not be relied upon for personal, medical, legal or financial decisions and Users should consult an appropriate professional for specific advice tailored to their situation. However, the Company undertakes to make all reasonable efforts to ensure the accuracy of all information shown on the Site. The Company and/or its employees and/or respective service partners cannot accept responsibility for any User who may regard information posted on the Site as offensive, harmful, inaccurate or deceptive. The Company makes no claims or warranties as to the truthfulness, authenticity and or accuracy of any information provided by other Users on the Site.

2. Usage: Each User must be an individual who can form legally binding contracts under applicable law. The Company asks minors not to submit any personal information to us. Minors can use the services only in conjunction with their parents' or guardians' consent. The Company is under no obligation to minors who attempt to contract to use our services. Please do not use the Site services if you do not qualify.

3. Links With Third Party Sites: The Site may contain links to other web sites ("Linked Sites"). The Linked Sites are not under the control of the Company and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site or any change or update to a Linked Site. The Company is providing these links to Users for their convenience and the inclusion of any link does not supply endorsement of the Company of such web site or any association with its operators.

4. Privacy Policy: The Company's current Privacy Policy and disclaimers therein is available to every User and is incorporated herein by reference and each User irrevocably and unconditionally accepts the terms, thereof.

5. No Warranty: The Company provides the Site and the services on an "as is" and "as available" basis. The Company provides no other warranty or condition, express, implied, or statutory. The Company and its suppliers and fulfillment partners specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement of any right (intellectual or otherwise) in respect to any item on the Site.

6. Access and Interference: The Company does not and cannot warrant that the Site will not be interrupted by third parties who may attempt to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. The Company does not warrant or guarantee continuous, uninterrupted or secure access to the services and/or non-interefence of the Site and its operations by any matter of a force majeure nature.

Governing Law and Jurisdiction

1. These Terms and Conditions of Use shall be governed by the laws of Hong Kong and each User consents and submits to the non-exclusive jurisdiction of the Hong Kong courts.


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