A. General

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These Terms of Use (the "ToU") describe the terms and conditions applicable to Your company's ("You", "Your") access of and use of the Online Services, as well as GAFE Ltd (“GAFE”) 's obligations with respect thereto. Your access or use of the Online Services ("Online Services Use") is strictly subject to Your compliance with the Agreement (as updated periodically) and GAFE's then-current policies applicable to the Online Services. "Online Services" means the services made available to You online, in which You enroll and/or use. Your use of an Online Service constitutes your agreement to be bound by this Agreement. If you do not agree with the terms of this Agreement, then do not use the Online Services. By entering this Agreement, You represent and warrant that you are authorized to do so for your company. You should review these terms periodically, and each use of the Online Service is subject to the then-current form of the Agreement.

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B. Eligibility to Use the Online Services

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The Online Services are available only to registered users of the applicable Online Services. By accepting the ToU, you acknowledge that your profile information will become part of the GAFE database. GAFE retains the sole right and discretion to decide whether You may register for or use any Online Service.

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C. Data Confidentiality

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1. Your Data
   GAFE understands the sensitive nature of the Data and other information you may send to the Online Service and data you receive via the Online Services, and GAFE therefore agrees to handle and protect Data pursuant to the commitments described in this Agreement. GAFE agrees to use reasonable efforts to maintain, safeguard, and not use or disclose Your Data except as needed to facilitate Your Use of the Online Services, track usage, address security, fraud prevention and data integrity requirements, respond to requests of government authorities, perform aggregated and anonymous analytics, and otherwise to perform services under this Agreement,. The term "Data" shall mean profile information, transaction and other data You send to the Online Services, promotional information, transaction data/details, customer lists, data You maintain about Your customers, marketing information, product mix, sales mix or related information.
    

2. Your Use of Other Users' Information
   In order to facilitate interaction among users of the Online Services, You may be allowed to access certain information about other users of the Online Services. By entering into this Agreement, You agree to treat information about other users of the Online Services in strict accordance with the Agreement and to the restrictions on the types of data you may submit to the Online Services as stated in the GAFE Data Policy and Privacy Statement. In all cases, You must give such users an opportunity to request to be removed from Your database and a chance to review what information You have collected about them. In addition, under no circumstances, except as described in this section, You agree to only disclose personally identifiable information about another user to any third party if you have the written consent of such user.
    

3. Confidentiality of GAFE Information
   Information (but not Your Data) about the processing capabilities of the Online Services, the technology or interface features of the Online Services, and the notices and updates sent by GAFE to You are proprietary and confidential information of GAFE and You hereby agree not to share such information with third parties or use such information except to support Your Use of the Online Services.
    

4. Exceptions
   The restrictions on disclosure or usage of information contained in this section C will not apply to information that (i) is already known to a party prior to disclosure by the other party; (ii) is or becomes a matter of public knowledge through no fault of the receiving party; (iii) is rightfully received from a third party without a duty of confidentiality; (iv) is independently developed by the receiving party; (v) is disclosed under operation of law (i.e., in response to a subpoena, governmental or regulatory request, or the like); or (vi) is disclosed by a party with the other party's prior written approval.

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D. System Integrity, Data Integrity, Data Storage

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1. System Integrity
   Concerning Your Use of the Online Services, You agree not to knowingly: (i) interfere with or attempt to interfere with the proper working of the Online Services; (ii) post or transmit to the Online Services any unlawful, fraudulent, harassing, libelous, or obscene Content; (iii) post or send to the Online Services any Content that contains a virus, bug, cancelbot, worm, Trojan Horse or other harmful item; (iv) publish, perform, distribute, prepare derivative works, copy, or reverse engineer (except to the limited extent that applicable law prohibits a restriction on reverse engineering) the Online Services. GAFE agrees to not knowingly post or send to the Online Services any files (i.e., files created by GAFE) that contain a virus, bug, cancelbot, worm, Trojan Horse or other harmful item. However, both parties understand that they cannot and do not guarantee or warrant that files or software of any kind, or from any source, available for downloading through the Online Services, will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties.
    

2. Data Integrity
   You are responsible for confirming the accuracy of any data You send to or receive from the Online Services, and for maintaining a means external to the Online Services for the reconstruction of lost data. GAFE has procedures to assist Your efforts to sure that Your Data is accurate, current, and complete.
    

3. Actions to Prevent Risk
   In order to minimize the legal risk (if any) we may face applicable to Your Use of the Online Services, GAFE reserves the right to take any reasonable action with respect to such Use of the Online Services we deem necessary or appropriate (such as suspending or terminating Your Use of the Online Services if it causes or creates an unreasonable risk to GAFE).

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E. Title to the Online Services

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You acknowledge that the contents of the Online Services (other than Your Data) are the intellectual property of GAFE and are copyrighted and protected by copyright laws wherever applicable. GAFE grants You a non-exclusive, nontransferable license to print and download content on the Online Services solely for Your noncommercial use provided You maintain the copyright notice and any other notices that appear on any such copies. You may not copy and redistribute outside of your company any content or information from the Online Service to display on any other website or system. This section does not apply to Your ownership of Data and does not impose any use restrictions on You as to Your use of Your Data.

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F. Limited Warranty and Disclaimer

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1. GAFE warrants that it has full power and authority to provide the Online Services and all related services to You and to grant You the rights granted herein.
    

2. Other than the express warranties stated in this agreement, the online services provided under this agreement are provided on an "as is" basis without warranties of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, all of which GAFE expressly disclaims. GAFE makes no warranty (i) that the online services will meet your requirements, (ii) that the online services will be uninterrupted or error-free, or (iii) as to any items (excluding GAFE items) GAFE assumes no responsibility for errors or omissions in the online services or any other website that may be linked to via the online services. Any content obtained by you through the online services is done at your own discretion and risk.

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G. Limitation of Liability

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In no event shall GAFE or its service providers be liable under any contract, negligence, strict liability or other legal or equitable theory for (a) any special, incidental, punitive, indirect or consequential damages of any kind, including, without limitation, those resulting from interruption of use, loss or corruption of data, or lost profits or moral damages, whether or not GAFE has been advised of the possibility of such damage, arising out of or in connection with this agreement or your online services use, or (b) for a total and aggregate liability amount under this agreement in excess of the amount of premium service fees paid by you within one (1) year prior to the date of such claim for the applicable online services use or optional service giving rise to liability.

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H. Termination or Suspension

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1. By You. You may terminate this Agreement (along with Your Use of the Online Services and/or an Optional Service) at any time, for any reason, by notifying GAFE. If You are dissatisfied with the Online Services or with any term, condition, rule, policy, guideline or practice of GAFE in operating the Online Services, Your sole and exclusive remedy is to discontinue using the Online Services. If You have paid GAFE any fees for Optional Services, You will not receive any refund under any circumstances if you cancel.
    

2. Termination or Suspension for Breach. If You fail to perform any material obligation under this Agreement or another contract with GAFE (either being a breach), and You do not cure such breach within thirty (30) calendar days after receipt of notice of such breach, GAFE may terminate this Agreement or suspend Your Use of the Online Services and/or Optional Services. GAFE may terminate the Agreement immediately (i) upon Your being the subject of a bankruptcy proceeding, insolvency, liquidation or similar proceedings, or (ii) to comply with laws applicable to GAFE for lawful operation of the Online Services. If You use the Online Services or an Optional Service for illegal, fraudulent or abusive purpose, such use may be referred to law enforcement authorities without notice to You.

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I. Survival After Termination

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Sections C (Confidentiality), D (Data Protection), E (Title to the Online Services), F (Limited Warranty and Disclaimer), G (Limitation of Liability), H (Termination or Suspension) shall survive any termination of this Agreement.

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J. Infringement Indemnity by You

 

You agree to only submit Data to an Online Service if you have a right to reproduce, disclose, and distribute such Data. You agree to defend, indemnify, and hold GAFE harmless for any third party claim brought against GAFE alleging that Data You submit to an Online Service infringes the intellectual property laws or rights of others ("Improper Content Claim"). In the event of an Improper Content Claim, GAFE shall (i) promptly notify You in writing of any such Improper Content Claim; (ii) permit You to control and direct the investigation, preparation, defense and settlement of the claim; and (iii) provide reasonable assistance and cooperate with You in the defense of same, at Your expense.

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K. Your Obligations Regarding User Names, Passwords, and Data

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1. Keeping Your user name and password confidential. You shall notify GAFE immediately upon learning of any unauthorized use of Your user name or password. For any instruction, communication, or other information ("Transmission") GAFE receives from someone using your user name and password, GAFE is entitled to consider such Transmission as having been sent by You.
    

2. Complying with all applicable privacy, consumer and other laws and regulations with respect to Your (i) provision, use and disclosure of the Billing Data; (ii) use of the Optional Services; and (iii) use of an Online Service.

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L. Others

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Any notice ("Notice") sent to the other party under this Agreement must be in writing and in the English language, where such Notice relates to the Agreement or other legal issues. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. You may not assign or transfer this Agreement without the prior written consent of GAFE. GAFE may assign our interest in this Agreement to any now-existing or future direct or indirect subsidiary of GAFE Ltd., or pursuant to any assignment of the Online Services, or any corporate sale or restructuring. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties and we agree to bind any such independent contractors or third parties to the same obligations and standards of performance contained in this Agreement. In any case, GAFE will retain ultimate and complete responsibility for the full performance of this Agreement, whether certain responsibilities have been delegated to any such third party, or not. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The English version of this Agreement shall govern in the event of any conflict or substantive translation changes in a non-English language.