Last updated: January 1, 2009

Acobay.com ("Acobay") is a website that allows Members to rate and comment on products and topics. Members can exchange ideas and recommend products based on personal experience. The services offered by Acobay include any features offered from time to time by Acobay in connection with Acobay's business ("Services").

By using or accessing Acobay, you ("User") agree to be bound by this Agreement. You are only authorized to use Acobay services if you agree to abide by this Agreement. If you do not agree, you should leave the Acobay website and cancel your membership, if applicable. Acobay reserves the right to amend this Agreement at any time. Your continued use of the Acobay after amendment signifies your acceptance of the revised Agreement.

1. Eligibility. You represent and warrant that all registration information is truthful and accurate.

2. Account Security. You are entirely responsible for maintaining the confidentiality of your password for any and all uses of your account.

3. Termination. This Agreement and any revisions shall remain in full force while you use the Acobay website. You may terminate your Membership at any time. Acobay may terminate your Membership at any time for any reason without prior notice or liability.

4. Use by Members. The Acobay website is designed for the personal use of Members or Users. Acobay reserves the right to take appropriate legal action for any illegal or unauthorized use of the Acobay website.

5. Charges. Acobay reserves the right to charge for any Acobay service and to change its fees at any time. If Acobay terminates your Membership, any fees paid will be forfeited.

6. Content Posted. Acobay assumes no responsibility for monitoring the Acobay website for inappropriate Content. You are solely responsible for the content you post. Your post shall not contain prohibited content as defined in Section 11. Any content that violates Section 11 will be removed by the Acobay website administrator without prior notice.

7. Content Rights. (a) Content created by Acobay ("Acobay Content") is protected by copyright, trademark, patent, trade secret and other laws, and Acobay owns and retains all rights of Acobay Content. (b) Acobay contains Content of Users and other Acobay licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content on Acobay. (c) Acobay performs technical functions necessary to offer the Acobay Services, including but not limited to transcoding and/or reformatting Content. (d) By displaying or publishing any User Content, you grant to Acobay a limited license to use said User Content. (e) You grant to Acobay an irrevocable, perpetual, non-exclusive, transferable, fully paid, sub-licensable and worldwide license to use, copy, publicly perform, publicly display, re-format, translate, excerpt and distribute User Content for any purpose. (f) You represent and warrant that you own the User Content posted and the posting of your User Content does not violate any other rights of any party.

8. Intellectual Property Rights (IPR). Acobay respects the intellectual property of others and requires that our Users do the same. You may not use any material that infringes upon any copyright, patent, trademark, trade secret or other proprietary rights of any party.

9. Dispute between Users. You are solely responsible for your interactions with other Acobay Members. Acobay has no obligation to mediate disputes between you and other Members.

10. Privacy. Use of the Acobay Services is also governed by our Privacy Policy.

11. Prohibitions. The following are examples, included but not limited to, of the kind of content or activities prohibited on Acobay: (a) Content that involves commercial activities or sales without prior written consent from Acobay; (b) Content that poses or creates a privacy or security risk to any person; (c) Content that includes a photo of another person that you have posted without that person's consent; (d) Content that is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (e) Content that exploits people in a sexual or violent manner; (f) Content that solicits personal information from anyone under 18; (g) Content that contains restricted or password only access pages or hidden pages or images; (h) Content that harasses or advocates harassment of another person; (i) Content that constitutes or promotes an illegal or unauthorized use of copyrighted work; (j) Content that solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; (k) Content that constitutes or promotes information that you know is false or misleading; (l) Content that contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website; (m) Content that involves "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; (n) Content that furthers or promotes any criminal activity or provides instructional information about illegal activities; (o) Content that violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person. (p) Criminal activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending viruses or harmful files, copyright infringement, patent infringement, or theft of trade secrets; (q) Activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware; (r) Circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Acobay Services; (s) Covering or obscuring the advertisements on your personal profile page, or any Acobay page; (t) Selling or otherwise transferring your profile; (u) Any automated use of the system; (v) Displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of Acobay; (w) Using the account, User name, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account; (x) Interfering with, disrupting, or creating an undue burden on Acobay or the networks or services connected to Acobay; (y) Harassing, abusing, harming, impersonating or attempting to do the same to another Member, User, person or entity.

12. Disclaimers. Acobay is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on Acobay. Posts by Members on the Acobay website may contain links to other websites. Acobay is not responsible for the content, accuracy, or opinions expressed on such websites. Inclusion of any linked website on the Acobay website does not imply approval or endorsement of the linked website by Acobay. When you access third party websites, you are at your own risk. Acobay takes no responsibility for third party advertisements that are posted on Acobay, nor does it take any responsibility for the goods or services provided by its advertisers. Acobay is not responsible for the conduct, whether online or offline, of any User of the Acobay website. Acobay assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of any User communication. Acobay is not responsible for any problems or technical malfunction of any network, lines, computer online systems, servers, providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on Acobay or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation in connection with the Acobay. Under no circumstances shall Acobay be responsible for any loss or damage, including personal injury or death, resulting from use of the Acobay website, from any User Content posted on Acobay, or from the conduct of any Users, whether online or offline. The Acobay Services are provided "AS-IS" and as available and Acobay expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Acobay cannot guarantee and does not promise any specific results from use of the Acobay website.

13. Limitation on Liability. IN NO EVENT SHALL ACOBAY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF ACOBAY, EVEN IF ACOBAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ACOBAY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ACOBAY FOR THE SERVICES DURING THE TERM OF MEMBERSHIP.

14. Disputes Settlement. The Agreement shall be governed by the laws of Hong Kong, without regard to its conflict of law provisions. You and Acobay agree to submit to the exclusive jurisdiction of the courts in Hong Kong to resolve any dispute arising out of the Agreement. EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR NOT, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH PARTY ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

15. Indemnity. You agree to indemnify and hold Acobay harmless from any loss, liability, claim, or demand, including reasonable attorney fees, made by any third party due to or arising out of your use of the Acobay website in violation of this Agreement or arising from a breach of this Agreement or any breach of your representations and warranties set forth in this Agreement or if any Content that you post on Acobay causes any liability on the part of Acobay.

16. Headings. The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning or impact on the interpretation of the Agreement.

17. Miscellaneous. This Agreement is accepted upon your use of the Acobay website. This Agreement constitutes the entire agreement between you and Acobay. The failure of Acobay to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

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