PART A: GENERAL USE OF THE WEBSITE

1. Background

• 1.1. These are the Terms and Conditions (the “Terms”) governing the use of the website (e-aqf.com) (the “Site”) of Advanced Quality Focus, Inc., a Delaware corporation (d/b/a eAQF) (the “Company,” “we,” “us” or “our”). “You” or “your” means the person or entity using the Marketplace, whether as a Vendor (as defined below) (other than an Affiliated Vendor (as defined below)), Customer (as defined below) or other user of the Site.
• 1.2. By accessing and using this Site, you agree to these Terms. Please read these Terms carefully before using our Site. If you disagree with any part of these Terms, then do not access the Site.
• 1.3 Your access to and use of the Site is also conditioned on your acceptance of and compliance with our Privacy Policy which is accessible at (e-aqf.com). Our Privacy Policy describes our policies and procedures on the collection, use and disclosure of your personal data when you use the Site and tells you about your privacy rights and how the law protects you. Please read our Privacy Policy carefully before using our Site.
• 1.4. We reserve the right, at our sole discretion, to modify or replace these Terms at any time, so please check back from time to time. By continuing to access or use our Site after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop accessing or using the Site.
• 1.5. You agree that the Company may, at any time and without notice, modify or discontinue this Site and delete any data that you have provided.
• 1.6. The Company has no responsibility or liability for the timeliness, deletion, failure to store, inaccuracy, or improper delivery of any data or information on this Site.

2. About our Marketplace

• 2.1. The Site is an online services marketplace (the “Marketplace”) that connects customers (“Customers”) and service providers or vendors (“Vendors”) that offer and perform quality management, inspection, audit, testing and other quality control services (collectively, “Quality Control Services”) or sell equipment relating to quality (such as measuring tools) (collectively, “Equipment Offerings,” and together with the Quality Control Services, collectively, the “Service Offerings”), in each case posted by the Vendors on the Marketplace.
• 2.2 Our role is to promote certain Service Offerings on the Marketplace and to vet Vendors and their Service Offerings in accordance with our policies and standards, and otherwise our role is limited to the processing, via the Marketplace, and facilitating, sales of Service Offerings and payments by Customers to Vendors for Service Offerings.

3. Access to this Site

• 3.1. This Site is owned by China Quality Focus Limited, a private company limited by shares incorporated in Hong Kong under companies registration number 1150706 (d/b/a Asia Quality Focus) (“AQF”), and operated by the Company. You are not allowed to download or modify any portion of the Site, except with the express written consent of the Company.
• 3.2. Any derivative use of the Site or its contents (such as downloading or copying of account information (other than your own account), use of data mining, robots or similar data gathering and extraction tools) is strictly forbidden. The Site or any portion thereof may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without the express written consent of the Company.
• 3.3. Framing or any other assimilated framing techniques to enclose any trademark, logo, or other proprietary information (including, without limitation, images, text, video, sound, scripts, page layout or form) is not allowed without the express written consent of the Company. You may not use any meta tags or other "hidden text" using the Company’s or any of its affiliates’ name or trademarks without the express written consent of the Company.

4. Intellectual Property Rights

• 4.1. We respect the intellectual property rights of others. The Company prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including, without limitation, rights of privacy and publicity) of any person or entity.
• 4.2. Site content (e.g. text, images, or other information that can be posted, uploaded, linked, regardless of the form of that content) and the trademarks, service marks and logos contained therein are owned by or licensed to the Company or its affiliates, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Site content may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without the prior written consent of the respective owners.
• 4.3. It is our policy to respond to any claim that content posted on the Site infringes a copyright or other intellectual property of any person. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Site, you must submit your notice in writing and a detailed statement that contains:
  (a) identification of the copyrighted work and/or intellectual property right claimed to have been infringed;
  (b) identification of the allegedly infringing material on the Site that is requested to be removed;
  (c) your name, address, and daytime telephone number, and an e-mail address if available;
  (d) a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law;
  (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and
  (f) the signature of the intellectual property right owner or someone authorized on the owner’s behalf to assert infringement of the right.
  The Company will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) 17 U.S.C. 512(c)(3). You may be held accountable for damages (including, without limitation, costs and attorneys' fees) for misrepresenting that any content is infringing your copyright. You can contact us via email legal@e-aqf.com)] or by mail addressed to Intertrust Corporate Secretary Delaware Ltd, 200 Bellevue Parkway Suite 210, Wilmington, New Castle, DE-19809). Upon receipt of a notification, we will take whatever action, in our sole discretion, we deem appropriate, including, without limitation, removal of the challenged content from the Site.
• 4.4. If the Vendor for a particular Service Offering is an Affiliated Vendor, such Affiliated Vendor and its affiliates shall retain all intellectual property rights used in or otherwise involved with the performance or delivery of such Service Offering. If the Vendor is not an Affiliated Vendor, the treatment of intellectual property rights used in or otherwise involved with the performance or delivery of such Service Offering shall be subject to the terms and conditions of the applicable Service Contract with such Vendor pursuant to clause 10 below.

5. Confidentiality Agreement

• 5.1. You undertake not to, and to cause your affiliates not to, disclose to any person any confidential information concerning the business, affairs, customers, clients, vendors or suppliers of the Company or any Relevant Person (“Confidential Information”), except as permitted by clause 5.2.
• 5.2. You may disclose any Confidential Information:
  (a) to your employees, officers, representatives or advisers who need to know such information for the purposes of carrying out your obligations under these Terms. You shall procure that your employees, officers, representatives or advisers to whom you disclose any Confidential Information comply with clause 5.1; and
  (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, subject to clause 5.4.
• 5.3. You undertake not to, and to cause your affiliates not to, use any Confidential Information for any purpose other than to perform your obligations under these Terms.
• 5.4. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Confidential Information, you agree to promptly and diligently notify the Company and cooperate fully with the Company and the Relevant Persons in protecting such information to the extent possible under applicable law.

6. Limitation of Liability

• 6.1. No provision of these Terms will exclude or limit the liability of either party for death or personal injury caused by its negligence or for fraud or breach of the terms implied by law or any other liability arising out of or in connection with these Terms which cannot be excluded or restricted by law.
• 6.2. You hereby acknowledge that your use of this Site is at your sole risk. To the fullest extent permitted by law, neither the Company nor any of its affiliates nor any of its or their respective predecessors, successors, assigns, officers, directors, shareholders, investors, employees, agents, representatives or attorneys (collectively, “Relevant Persons”) will be liable to you (whether in contract, warranty, tort (including negligence), breach of statutory duty or other theory) for any damages, including, without limitation, direct, indirect, incidental, consequential, punitive, special or exemplary damages (including, without limitation, damages for loss of profit) (collectively, “Damages”) arising out of or in connection with these Terms or that directly or indirectly result from the use of, or the inability to use, this Site or the information contained on this Site or obtained from your use of this Site, including, without limitation, for any bugs or viruses alleged to have been obtained from the Site, even if the Company or any Relevant Person has been advised of the possibility of such damages or losses and regardless of the theory of liability.
• 6.3. In the context of any Orders placed through the Marketplace under Part B below, neither the Company nor any Relevant Person (other than any Relevant Person that is an Affiliated Vendor, but then subject to the terms and conditions of such Affiliated Vendor pursuant to clause 10 below) will be liable for any Damages arising out of or in connection with any of the Service Offerings or other transactions that may be entered into between Customers and Vendors.
• 6.4. Any claim by you for breach of contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with these Terms must be brought within 3 months of the act or omission alleged to have caused the loss, liability or expense in question. This clause 6.4 does not affect any claim by a Customer against a Vendor arising out of or in connection with any of the Service Offerings.
• 6.5. Except to the extent that claims cannot be excluded or restricted by law, no claims arising out of or in connection with these Terms shall be brought by you personally against the Company or any Relevant Person.
• 6.6. The laws of certain states or other jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. Our (and our Relevant Persons’) liability is limited to the greatest extent permitted by law.

7. Disclaimer of Warranties

• ALL CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED “AS IS,” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT. CONFORMITY TO ANY REPRESENTATION OF DESCRIPTION OR ANY OTHER ADDITIONAL REPRESENTATION OR WARRANTY WHATSOEVER. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO THE ACCURACY OR ADEQUACY OF ANY SITE CONTENT OR THAT THE FUNCTIONALITY OF THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Employment Offers

• This Site may contain information on employment opportunities within the Company or its affiliates. If you decide to apply for a vacancy using the Site, we may ask for your personal information, including your resume, CV, and any other information required to process your application, verify your qualifications, to conduct background checks, and to comply with obligations as required by law. If you apply, you agree to the Company or its affiliates retaining your details on file and to notify you of any suitable vacancies that arise.

9. Links to Other Websites

• 9.1. The Site may contain links to third-party websites or services that are not owned or controlled by the Company. The third parties may require you to accept their own terms of use. The Company is not a party to those agreements; they are solely between you and the third party.
• 9.2. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or Service Offerings. You further acknowledge and agree that neither the Company nor any Relevant Person shall be responsible or liable, directly or indirectly, for any Damage caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

PART B: COMMERCIAL TERMS

Part B contains certain Terms relating to any agreement that operates between a Customer and a Vendor with respect to a particular Service Offering (“Service Contracts”), and governs the relationship between the Company, on the one hand, and Customers and Vendors, on the other hand, with respect to such Service Contracts.

10. Relationship with the Company

• 10.1. The Marketplace is a service marketplace that allows you to post a Service Offering (if you are a Vendor), or to place an Order (if you are a Customer) for the performance or delivery of certain Service Offerings offered by a Vendor. The Company does not make any Service Offerings, does not become party to any Service Contract and does not perform, deliver or guarantee any Service Offerings or any obligations under any Service Contract. We are not involved in your negotiations of the Service Offerings or the delivery or performance of the Service Offerings and are not a party to any Service Contract.
• 10.2. Vendors that are not Affiliated Vendors will only be permitted to post Equipment Offerings on the Marketplace. If you are a Vendor (other than an Affiliated Vendor) and post an Equipment Offering on the Marketplace, you understand and agree that we are not responsible for your engagement with any Customer.
• 10.3. If you are a Customer and place an Order on the Marketplace, you understand and agree that we are not responsible for your engagement with the applicable Vendor. If you are a Customer and elect to engage with and procure a Service Offering from a Vendor, you become subject to any terms and conditions of the Vendor applicable to the Service Offering (and, for the avoidance of doubt, not your terms and conditions), and any Service Contract regarding the Service Offering is entirely between you and the applicable Vendor. If, for example, you elect to engage with e-AQF (which is an Affiliated Vendor), the terms and conditions are accessible here: Any questions, concerns or disputes that arise based on your use of a Service Offering should be addressed with the Vendor, not with us. The Vendor may use, transfer, and/or store your personal data or information outside of the Marketplace, and we are not responsible for any such use or transfer. Please refer to the applicable Vendor’s terms and conditions and privacy policy for more information.
• 10.4. The Company does not make any representations or warranties about, or guarantees, any particular Service Offering by any Vendor and nothing will create an employment, agency, or joint venture relationship between the Company and any Vendor.
• 10.5. Certain Service Offerings may be made, and certain Service Offerings may be performed or delivered, by Vendors that are affiliates of the Company (“Affiliated Vendors”), including, without limitation, e-AQF, provided, that certain terms (including price) for such Service Offerings may be set by us. The term Vendors does not include Affiliated Vendors, except where the context requires otherwise.

11. Orders

• 11.1. You may place an order (“Order”) for any Service Offering listed on the Marketplace using your registered user account via this Site. The Service Offerings are detailed on this Site. All Orders are subject to the provisions of these Terms. By placing an Order for any of the Service Offerings through the Marketplace, you represent and warrant that you are legally capable of entering into binding contracts.
• 11.2. We may push certain Orders to certain Vendors, including Affiliated Vendors. You expressly authorize us to transfer your data, including personal data and payments data, to any Vendor or Affiliated Vendor.
• 11.3. Time is a reference to Eastern Standard Time and business days is reference to working days in the U.S. (Monday to Friday from 9am to 6pm).
• 11.4. Service Offerings may be subject to specific order cutoff and service lead times set by the Vendor (for example, if your Vendor is e-AQF, see order cutoff and lead times: https://e-aqf.com/terms-conditions).
• 11.5. You will provide sufficient and accurate details about the Service set out in the Order form, including, without limitation, in respect of products and the acceptable quality level. If you fail to provide sufficient details, the Vendor may, at its discretion, proceed to perform or deliver the Service Offerings according to its interpretation of relevant standards and common practices.
• 11.6. The Company and any Vendor have the right to rely on the information contained in the Order. The Company will not be responsible to correct or amend any typographical, clerical or other error or omission in any Order, or any other document or information issued by you in relation to the Service Offerings. You will remain liable for the fees and charges in respect of Service Offerings performed or delivered in compliance with the Order, notwithstanding any error or omission in that document.
• 11.7. The Vendor may conduct feasibility validation in respect of Service Offerings requested in an Order and will inform you if it is unable to perform or deliver any of the Service Offerings. No Order shall be deemed accepted by the Vendor unless and until confirmed by the Vendor.
• 11.8. The Company may, in its sole discretion, reject or cancel any Order placed on the Marketplace, including, without limitation, if fraud or an unauthorized or illegal transaction is suspected.
• 11.9. In connection with placing an Order for any Service Offerings, you agree that you will:
  (a) act conscientiously and in good faith;
  (b) cooperate with the Company and the applicable Vendor in all matters relating to the purchase or ordering of the Service Offerings;
  (c) prior to placing an Order, register on the Site;
  (d) supply accurate, relevant and complete information during the Order process (to the best of your knowledge);
  (e) ensure that the Vendor will have access to all information reasonably necessary for the performance or delivery of the Service Offerings no later than two business days prior to the date of performance or delivery of the Service Offerings;
  (f) procure access to the inspection subject for the Vendor and its representatives;
  (g) whenever relevant, inform the Vendor of all health and safety rules and regulations and any other reasonable security requirements that apply at the premises where the inspection subject is located;
  (h) comply with all applicable laws in the performance or delivery of the Service Offerings; and
  (i) inform the Vendor of material matters related to the inspection subject and the performance or delivery of the Service Offerings.

12. Change Order Requests

• You may request a change or cancel an Order by submitting a change request to the Vendor through your Marketplace account. No such change request shall be deemed accepted by the Vendor unless and until confirmed by the Vendor.

13. Service Fees and Payment Policy

• 13.1. Each Vendor sets its own prices for the Service Offerings it offers through the Marketplace and may vary the Service Offerings and any related service fees at its discretion; provided, that we shall have the right to determine fees, payment policies, protocols and integrations (such as PayPal or Stripe).
• 13.2. We may charge a service fee to Customers and/or Vendors for Service Offerings in respect of which an Order has been place or a Service Contract has been entered into via the Marketplace.
• 13.3. If you are a Customer, all invoices relating to Orders placed through the Marketplace will be provided to a Customer by us or the applicable Vendor, and all invoices will be paid through your Marketplace account via one of the accepted payment methods. Except for our limited role in processing payments that you authorize or initiate, we are not involved in any underlying transaction between you and any Vendor on the Marketplace. We may use the services of one or more third parties to process your transactions and payments.
• 13.4. You authorize us to hold, receive and disburse funds in accordance with your payment instructions, whether to us in our own capacity or in our capacity as payment processor acting on behalf of the Vendor. Your authorization permits us to process payment transactions that you authorize and commit your payment (less any applicable fees or other amounts we may collect under these Terms or any applicable agreement) to the Vendor.
• 13.5. If you are a Customer, you must pay all invoices at such times as set forth in the description of the applicable Service Offering, and absent any such specifications promptly upon performance or delivery of the Service Offerings, unless otherwise agreed between you and the applicable Vendor.
• 13.6. Without prejudice to any other right or remedy that you may have, if you fail to pay an outstanding invoice amount on the due date:
  (a) you will pay interest on the overdue amount (before and after any judgment) at an annual rate of the lesser of four percent (4%) above the prime rate as reported in The Wall Street Journal and the maximum rate permitted by applicable law. Interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment; and
  (b) the Vendor may suspend all Service Offerings until payment has been made in full.
• 13.7. Payment of the service fee is without prejudice to any claims which the Company may have against you and does not constitute any admission or waiver by the Company as to the performance by you of your obligations under these Terms.

14. Services

• 14.1. The performance and termination of any Service Offering purchased through the Marketplace is governed by the specific Service Contract or terms and conditions of the Vendor.
• 14.2. The termination of services or other terms in the Service Contract does not terminate or otherwise impact the Terms governing the use of the Marketplace.

15. Anti-Bribery

• 15.1. You will comply with all applicable laws and regulations relating to anti-bribery and anti-corruption, which includes the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed on December 17, 1997 under the control of OECD.
• 15.2. You will not offer, promise or give any undue pecuniary or other advantage, either directly or indirectly, for the purpose of influencing decisions or actions with respect to the subject matter of these Terms or any other aspect of the Company’s business to:
  (a) government or political party officials or representatives of other businesses or persons acting on behalf of any of the foregoing; or
  (b) representatives of the Company, where such would constitute a violation of any applicable laws.

16. Force Majeure

• 16.1. If the Company, a Customer or Vendor is affected by a Force Majeure Event (as defined below), it shall promptly notify the other party to a Service Contract as well as the Company of the nature and extent of the circumstances in question.
• 16.2. Notwithstanding any other provision of these Terms or any Service Contract:
  (a) neither party shall be deemed to be in breach of these Terms, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under these Terms to the extent that the delay or non-performance is due to a Force Majeure Event of which it has notified the other party; and
  (b) the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed, subject to clause 16.3.
• 16.3. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the Service Contract (but not these Terms) forthwith on written notice.
• 16.4. For the purposes of this clause, "Force Majeure Event" means any event giving rise to a failure or delay in the performance of duties and obligations under these Terms that arises from a cause beyond the control of the relevant party that was not due, or substantially attributable, to any failure by that party to exercise due diligence to prevent such failure or delay (including, without limitation, war or threat of war, act of God, natural or nuclear disaster, epidemic, pandemic or disease outbreak, riot or civil commotion, act of terrorism, malicious damage, fire, flood, or compliance with a law or governmental order or sanctions, rule, regulation or direction).

17. Disputes Resolution

• If you have any concern or dispute about these Terms, you agree to first try to resolve the dispute informally by contacting the Company in good faith.

18. Governing Law and Jurisdiction

• 18.1. These Terms are governed by and will be construed in accordance with the laws of the State of Delaware without regard to any principles of conflicts of laws that would result in the application of the laws of any other jurisdiction.
• 18.2. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be in New York. The arbitration shall be conducted in the English language.
• 18.3. Any decision or award of the arbitral tribunal will be final and binding upon the parties to the arbitration proceeding and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

19. Entire Agreement

• These Terms sets forth the entire understanding between you and the Company and supersedes all prior version of the Terms.

20. Severability

• If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

21. Waiver

• Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Contact Us

• If you have any questions about these Terms, you can contact us:
  ● By visiting this page on our Site: https://e-aqf.com/faq
  ● legal@e-aqf.com