You must be at least 16 years of age to access the Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 16 years of age; (b) you have not previously been suspended or removed from the Site; and (c) your access to the Site is in compliance with all applicable laws and regulations. If you are accessing the Site on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
2. LICENSE TO USE SITE
Subject to your compliance with this Agreement, Edifier grants you a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access the Site for your personal use.
This license does not include, and you must not:
3. ASSUMPTION OF RISK
You knowingly and freely assume all risks when using the Site. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify Edifier and its owners, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, assigns, parents, subsidiaries, and related entities, including Edifier International Limited (collectively, the "Company Parties") from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Site.
4. PROHIBITED CONDUCT
By using the site you agree not to.
4.1 Access the Site for any illegal purpose or in violation of any local, state, national, or international law;
4.2 Conduct activities that may be harmful to others or that could damage Edifier‘s reputation;
4.3 Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right or violating any third party’s right to privacy;
4.4 Interfere with security-related features of the Site, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Site except to the extent that the activity is expressly permitted by applicable law;
4.5 Interfere with the operation of the Site or any user’s enjoyment of the Site, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Site; (c) attempting to collect personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Site, or violating any regulation, policy, or procedure of any such network, equipment, or server;
4.6 Perform any fraudulent activity in connection with your obtaining or accessing the Sites, including impersonating any person or entity, claiming a false affiliation, accessing any other Edifier account without permission, or falsifying your age or date of birth;
4.7 Sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 9) or any right or ability to view, access, or use any Materials;
4.8 Bypass any security or other features of the Site designed to control the manner in which the Site is used, harvest or mine User Content from the Site, or otherwise access or access the Site in a manner inconsistent with individual human usage;
4.9 Use any robot, spambot, spider, crawler, scraper or other automated means or interface not provided by us to access the Site or to extract data;
4.10 Use, display, mirror, frame or utilize framing techniques to enclose the Site or User Content, or any portion thereof, unless and solely to the extent Edifier makes available the means for embedding any part of the Site or the User Content;
4.11 Access, tamper with, or use non-public areas of the Site, Edifier’s (and any of its hosting company’s) computer systems and infrastructure, or the technical delivery systems of Edifier’s providers;
4.12 Access the Site in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party;
4.13 Sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Material;
4.14 Attempt to do any of the acts described in this Section 4, or assist or permit any person in engaging in any of the acts described in this Section 4.
5. USER CONTENT
You grant to Edifier a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to Edifier the right to sub-license these rights, and the right to bring an action for infringement of these rights, provided, however, that Edifier shall not bring an action for infringement of any Product reviews posted by you without your express further permission.
Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or Edifier or a third party (in each case under any applicable law).
You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaints.
Edifier reserves the right to edit or remove any material submitted to the Site, or stored on Edifier's servers, or hosted or published upon the Site.
6. TERMINATION OF USE; DISCONTINUATION AND MODIFICATION OF THE SITE
If you violate any provision of these Terms, your permission from us to access the Site will terminate automatically. In addition, Edifier may in its sole discretion suspend or terminate your access to the Site at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Site or features of the Site at any time, temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Site or any suspension or termination of your access to or access to the Site. Without limiting the foregoing, you understand and agree that in any termination or suspension of the Site, you will not have access to any data or content posted to the Site or otherwise contained in the Site, and we will have no responsibility to provide you access to such data or content.
7.2 Additional Terms
Your access to the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site (the “Additional Terms”), such as the Edifier Mall’s Terms of Return & Exchange. All Additional Terms are incorporated by this reference into and made a part of these Terms.
8. MODIFICATION OF THESE TERMS
We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Modified versions of these Terms are effective upon their publication. If we make material changes to the Terms, we will attempt to provide you reasonable notice before such changes become effective. By continuing to access the Site, you agree to be bound by the updated, amended, or modified Terms. If you do not agree to be bound by the modified Terms, you must immediately cease your access to or use of the Site. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
9. OWNERSHIP; PROPRIETARY RIGHTS
The Site is owned and operated by Edifier. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) provided by Edifier are protected by intellectual property and other laws. All Materials contained in the Site are the property of Edifier and its third-party licensors. Except as expressly authorized by Edifier, you may not make use of the Materials. Edifier reserves all rights to the Materials not granted expressly in these Terms.
10. DISCLAIMERS; NO WARRANTIES
THE SITE, AND ALL MATERIALS AND USER CONTENT AVAILABLE THROUGH THE SITE, ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE EDIFIER ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE, AND ALL MATERIALS AND USER CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE EDIFIER ENTITIES DO NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR USER CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE, OR ANY MATERIALS OR USER CONTENT AVAILABLE THROUGH THE SITE, WILL CREATE ANY WARRANTY REGARDING ANY OF THE EDIFIER ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SITE, AND ANY MATERIALS OR USER CONTENT AVAILABLE THROUGH THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY PERSONAL INJURY, DEATH, DAMAGE TO YOUR PROPERTY OR THIRD PARTY PROPERTY, OR THE LOSS OF DATA THAT RESULTS FROM YOUR USE OF OR INABILITY TO USE THE SITE.
NOTWITHSTANDING THE FOREGOING, EDIFIER DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT EDIFIER IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL THE EDIFIER ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE, OR ANY MATERIALS, OR USER CONTENT AVAILABLE THROUGH THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY EDIFIER ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. CONSENT TO ELECTRONIC COMMUNICATIONS
13. INTELLECTUAL PROPERTY
You represent and warrant that, when using the Site, you will obey all applicable laws and respect the intellectual property rights of others. Your use of the Site is at all times governed by and subject to copyright and other intellectual property laws. You agree not to upload, post, transmit, display, perform, or distribute any content, information, or other materials in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
Edifier and the Edifier logo (collectively, the "Edifier Marks") are trademarks or registered trademarks of Edifier International Limited, and used by Edifier with permission. Other trademarks, Site marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Site may be the trademarks of third parties. Neither your use of the Site nor this Agreement grant you any right, title, or interest in, or any license to reproduce or otherwise use, the Edifier Marks or any third-party trademarks, Site marks, graphics, logos, or domain names. You agree that any goodwill in the Edifier Marks generated as a result of your use of the Site will inure to the benefit of Edifier International Limited, and you agree to assign, and do assign, all such goodwill to Edifier International Limited. You shall not at any time, nor shall you assist others to, challenge Edifier International Limited’s right, title, or interest in, or the validity of, the Edifier Marks.
All content and other materials available through the Site, including without limitation the Edifier logo, design, text, graphics, and other files, and their selection, arrangement, and organization, are either owned by Edifier International Limited or are the property of Edifier’s licensors and suppliers. Except as explicitly provided, neither your use of the Site nor this Agreement grant you any right, title, or interest in any such materials.
14. OTHER PARTIES
The Site may be linked with the websites of third parties ("Third Party Websites"), some of whom may have established relationships with Edifier and some of whom may not. Edifier does not have control over the content and performance of Third-Party Websites. Edifier has not reviewed, and cannot review or control, all of the material, including computer software or other goods or Websites, made available on Third-Party Websites. Accordingly, Edifier does not represent, warrant, or endorse any Third Party Websites, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or Websites available through Third-Party Websites. Edifier disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third-Party Websites.
You accept that, as a limited liability entity, Edifier has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against Edifier’s officers or employees, or against any Company Parties, in respect of any losses you suffer in connection with the website.
Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in the Site disclaimer will protect Edifier’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Edifier and the Company Parties.
15. UNENFORCEABLE PROVISIONS
If any provision of the Site disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of the Website disclaimer.
Without limiting any indemnification provision of this Agreement, you (the "Indemnitor") agree to defend, indemnify, and hold harmless Edifier and the Company Parties (collectively, the "Indemnitees") from and against any and all claims, actions, demands, causes of action, and other proceedings (individually, "Claim", and collectively, "Claims"), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to Edifier, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (a) the relationship between you and Edifier, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (b) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (c) your access to or use of the Site or Products; (d) your provision to Edifier or any of the Indemnitees of information or other data; (e) your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; (f) your violations of Section 4 regarding prohibited uses of the Website and other prohibited conduct; or (g) your violation or alleged violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Company Parties.
17. DISPUTE RESOLUTION
17.1 Binding Arbitration
If you, on the one hand, and Edifier and Company Parties (collectively, "Arbitration Parties"), on the other hand, cannot resolve a dispute or other Claim through negotiations, any party may elect to have the dispute or Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other(s).
You acknowledge that without this provision, you would have the right to sue in court with a jury trial or to participate in a class action.
The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to resolve, except that issues relating to the enforceability of the arbitration provision are for a Court of Competent Jurisdiction to resolve. The arbitration may be conducted in person, through document submission, through telephone, or online. The arbitrator will issue a decision in writing, but need only provide a statement of reasons if requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. The Arbitration Parties may litigate to compel arbitration in court, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator shall award costs to the prevailing party (including, without limitation, fees, expenses, and reasonable attorneys' fees) at any time during the proceeding and upon request from either party, within 45 days of the arbitrator's ruling on the merits.
17.2 Restrictions Against Joinder of Claims
You and the Arbitration Parties agree that any arbitration shall be limited to each Claim individually. Parties to arbitration under this agreement may only bring claims against the other in your or an Arbitration Party’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
If this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (a) no arbitration shall be joined with any other arbitration, and (b) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures, and (c) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
17.3 Remedies in Aid of Arbitration; Equitable Relief
This agreement to arbitrate will not preclude you or the Arbitration Parties from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or the Arbitration Parties from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary.
The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
All notices required or permitted to be given under this Agreement must be in writing. Edifier shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Edifier. You agree that any notice received from Edifier electronically satisfies any legal requirement that such notice be in writing. You bear the sole responsibility of ensuring that your email address on file with Edifier is accurate and current, and notice to you shall be deemed effective upon the sending by Edifier of an email to that address. You shall give any notice to Edifier by submitting said notice to us at email@example.com.
19. NO WAIVER
A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach.
20. CONTACT INFORMATION
The Site is offered by Edifier International Limited and its affiliated companies, located at Room 2101, 21st floor, The L. Plaza, 367-375 Queen’s Road, Hong Kong. You may contact us by emailing us at firstname.lastname@example.org.