1. Acceptance of Terms and Conditions
1.1 For purposes of this Agreement, a "User" is any person who accesses the Site for whatever purpose, regardless of whether the User has registered on the Site as a registered User or whether said User has paid for a specific service provided by Planet Natopia or any of its affiliates. A User for the purposes of this Agreement includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority.
1.2 By accessing or using the Site, you as a User agree to accept the terms and conditions set forth in this Agreement. If you do not accept all of the terms and conditions of this Agreement, then do not use this Site.
1.3 This Agreement applies to each Service (as defined below) in addition to any terms and conditions that may be applicable to such Service provided. However, in the event of any conflict or inconsistency between any provision of the terms and conditions that may be applicable to such Service the provisions of the terms and conditions applicable to such specific Service shall prevail.
1.4 Planet Natopia may amend this Agreement at any time by posting the amended and restated Agreement on the Site and such Agreement shall be effective immediately at this time. A Users continued use of the Site after such posting by Planet Natopia shall be deemed to be acceptance of the amended terms. This Agreement was last amended on April 1, 2013.
2.1 Access to and use of the Site is provided to all Users free of charge. However, Planet Natopia reserves the right, without prior notice, to restrict access to or use of certain areas or features or functions of the Site and also future tools or services that it releases ("Services") to paying Users or Users who undergo a specific registration and/or verification process.
2.2 Access to and use of these Services will be governed by separate agreements in addition to this Agreement.
2.2 Planet Natopia reserves the right in its sole discretion to restrict or deny access to its Services to any User for whatever reason
3. Users Generally
3. 1 Planet Natopia, authorizes you to view the content on the Site for your own personal or internal business purposes. Further, it authorizes you to download, display, and print one copy of the Planet Natopia content displayed on the Site for your personal or internalbusiness use, provided that you do not modify the Planet Natopia Content in any way and that you retain all copyright, trademark and other intellectual property notices contained in such Content, or any part thereof. However, you may not otherwise reproduce, modify, distribute, transmit, post, or disclose the Planet Natopia Content without Planet Natopia’s prior written consent.
3.2 Some of the content appearing on the Site is in fact supplied or posted by third parties. Any such Content is the sole responsibility of the party who provided the content. Planet Natopia is not responsible for the accuracy, propriety, lawfulness or truthfulness of such Content, and shall not be liable to any User in connection with such User's reliance of such Content.
3.4 Planet Natopia reserves the right to change any of the features and functions of the Site or introduce new features and functions as well as limit, deny or create different access to and use of the Site and its features and functions with respect to different Users, without prior notice.
3.5 Each User hereby agrees that in no event shall Planet Natopia be liable to the User or any third parties for any inability to use the Site or any of its features wholly or partially for whatever reason, or for any delays, inaccuracies, errors or omissions or any damages whatsoever arising from the use or inability to use the Site or any of its features.
3.7. Planet Natopia prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. Use of the Site is conditional on you agreeing that you will not use the Site to infringe the intellectual property rights or other legitimate rights of others in any way. Users who do infringe may have restrictions on their use imposed and in appropriate circumstances have their accounts suspended or terminated.
3.8 Planet Natopia reserves the right to suspend or terminate the account of Users where it believes that the User’s conduct is harmful to the interests of Planet Natopia, its affiliates or other Users, or for any other reason in Planet Natopias sole discretion, with or without cause.
4. Registered Users
4.1 Each User who has completed their registration online on the Site by giving their personally-identifiable information is a registered user of the Site (a "Registered User") and will have an account assigned which they will access with their email addressand Password.
4.2 If the Registered User is a business entity, you as the person registering represent that (a) you have the authority to bind the entity to this Agreement; and (b) that all information submitted to Planet Natopia during this process is true, accurate, current and complete
4.3 By becoming a Registered User, you consent to the inclusion of your information in our Central Database and authorize Planet Natopia to share this information with our affiliates and other Users.
4.4 Planet Natopia or its affiliates may impose limitations on or suspend or terminate the use of a Registered User's Account at any time without giving notice to the Registered User for whatever reason in its sole discretion without being liable to the Registered User.
4.5 A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, to a third party without the prior written consent of Planet Natopia.
4.6 Notwithstanding Section 4.1 above, Planet Natopia may refuse registration and deny the issuance of an Account to any User for whatever reason in its sole discretion.
5. Posting Information on the Site
5.1 To post information on the Site you must be a Registered User as governed by provision 4 above.
5.2 No sales agency relationship is created between any User and Planet Natopia, and its affiliates by virtue of Planet Natopia's display of any of the User's information on the Site.
5.3 Each User hereby represents, warrants and agrees to
(a) provide Planet Natopia with true, accurate, current and complete information to be displayed on the Site and
(b) maintain and promptly amend all information to keep it true, accurate, current and complete.
(c) provide Planet Natopia with a license to display and use the information supplied by the User.
5.4 Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark, trade secrets or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any rights of any third party, for any material or information or products or services it posts on the Site or provides to Planet Natopia or authorizes Planet Natopia to display. Further, each User hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import, export and distribute the products it offers and displays on the Site, and that in doing so it violates no Third Party Rights.
5.5 Each User hereby represents, warrants and agrees that information submitted to Planet Natopia for display on the Site shall not violate any provision in theListing Policy; or otherwise create any liability for Planet Natopia or its affiliates.
5.6 Planet Natopia reserves the right in its sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, could subject Planet Natopia and its affiliates to liability, violates this Agreement or its Product Listing Policy or is otherwise found inappropriate in Planet Natopia's opinion.
6.1 Through the Site, Planet Natopia provides an electronic web-based platform facilitating the exchange of information and creating connections or contacts between users. The platforms purpose is not the conclusion of sales and purchase transactions of products and services online. Each User acknowledges that such transactions are merely consequential of the exchange of information and connections created and are independent of and outside of the platform and that at no time is Planet Natopia representing them in a sale or purchase transaction.
6.2 Each user further acknowledges that Planet Natopia is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services listed, promoted or offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
6.3 In addition each User acknowledges that it is fully assuming the risks of purchase and sale transactions that result from connections or contacts made through the Site and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are listed, promoted or offered for sale on the Site.. Each User agrees that Planet Natopia shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any subsequent sale or purchase transaction.
6.4 Users are solely responsible for all of the terms and conditions of the transactions conducted outside and independent of the Site.
6.5 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Planet Natopia (and our 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 Intellectual Property
All content and functionality on the Site, developed by Planet Natopia, (the “Planet Natopia content” ) including text, graphics, logos, icons, and images, is the exclusive property of Planet Natopia or its licensors and is protected by international copyright laws. All rights not expressly granted are reserved.
The Planet Natopia trademark, and related service marks, designs, and logos (collectively, the "Planet Natopia Trademarks") displayed on the Site are the registered and unregistered Trademarks of Planet Natopia and its licensors 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. You agree that you will not refer to or attribute any information to Planet Natopia or its licensors in any public medium (e.g., press release, Web sites) for advertising or promotion purposes, or for the purpose of informing or influencing any third party and that you will not use or reproduce any Trademark of, or imply any endorsement by or relationship with, Planet Natopia or its licensors.
8. Disclaimer of Warranties
8.1 TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, ALL FEATURES AND SERVICES ON THE SITE ARE PROVIDED "AS IS," AND “AS AVAILABLE BASIS” WITHOUT WARRANTY OF ANY KIND AND PLANET NATOPIA EXPRESSLY DISCLAIMS ANY SUCH WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, QUALITY, ACCURACY, ADEQUACY, RELIABILITY OR FUNCTIONALITY.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, ALL INFORMATION AND CONTENT ON OR OBTAINED THROUGH THIS WEBSITE IS PROVIDED "AS IS," AND “AS AVAILABLE BASIS” WITHOUT WARRANTY OF ANY KIND BY PLANET NATOPIA OR ITS THIRD PARTY CONTENT SUPPLIERS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AS TO OWNERSHIP, THAT IT DOES NOT VIOLATE THIRD PARTY RIGHTS, OR OF COMPLETENESS, VALIDITY, CORRECTNESS, CURRENCY, ACCURACY, RELIABILITY, ADEQUACY OR QUALITY.
8.3 PLANET NATOPIA DOES NOT REPRESENT OR WARRANTY THAT THE OFFER, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND FURTHER PLANET NATOPIA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE
8.4 FURTHER, PLANET NATOPIA DOES NOT WARRANT THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY ERROR OR DEFECTS WILL BE OR CAN BE CORRECTED OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
9. Limitation of Liability
9.1 Any material downloaded or otherwise obtained through the Site 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 results from the download of any such material.
9.2 In no event shall Planet Natopia and its affiliates be held liable for any services or products offered by independent third parties and made available to Users on the Site.
9.3 Under no circumstances shall Planet Natopia be held liable for an delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or without limitation causes beyond its reasonable control.
9.4 Each User hereby agrees to indemnify and save Planet Natopia, 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:
1. such User's use of the Site and the display of such User's information on the Site; or
2. from a Users breach of any of the terms and conditions of this Agreement; or
3. from User's breach of any representations and warranties made by the User to Planet Natopia, or
4. claims asserted by third parties relating to products or services offered or displayed on the Site by the User.
9.5 Each User hereby further agrees that Planet Natopia 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.
9.6 Planet Natopia shall not in any event be liable to any user or to any third party for any direct damages, or for any lost profits or savings, revenues, business opportunities or business advantages whatsoever, nor for any special, indirect, incidental, consequential, or punitive damages, indirect or incidental losses, damages or expenses directly or indirectly relating to:
1. the use or misuse of the Planet Natopia website, or
2. the information or content on the website, or
3. the inability to use the website, or
4. for any information published on linked web sites, contained in any user submissions published on the site, or provided by third parties, or
5. any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site; or
6. violation of Third Party Rights or claims or demands that Users' manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
7. unauthorized access by third parties to data or private information of any User;
8. statements or conduct of any User of the Site
whether such claim is based upon breach of contract, breach of warranty, negligence, gross negligence, strict liability in tort or any other theory of relief, or whether or not Planet Natopia is informed in advance of the possibility of such damages or losses and regardless of the theory of liability.
9.7 If any part of this disclaimer is held to be invalid, the remaining parts will continue to be valid and enforceable.
10.1 The relationship of Planet Natopia and the User established by this Agreement is that of independent contractors, and no partnership, agency, employment relationship or joint venture is intended or created by this Agreement.
10.2 Any provision of this Agreement that is or becomes illegal, void or unenforceable will be ineffective to the extent only of such illegality, voidness or unenforceability and will not invalidate the remaining provisions.
10.3 The failure or omission by Planet Natopia at any time to enforce or require strict or timely compliance with any provision of this Agreement will not affect or impair that provision, or the right of Planet Natopia to avail itself of the remedies it may have in respect of any breach of a provision, in any way, nor shall the waiver of Planet Natopia of a breach of any provision hereof be taken or held to be a waiver of a provision itself.
10.4 Planet Natopia shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement and in any agreement relating to Services) to any person or entity (including any affiliates of Planet Natopia). The User may not assign, in whole or part, this Agreement to any person or entity.
10.5 This Agreement is governed by and will be construed in accordance with the substantive laws of Hong Kong Special Administrative Region and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the state of the Hong Kong Special Administrative Region.
10.6 If there is any conflict between the English version and another language version of this Agreement, the English language version shall prevail.