Mutual confidentiality terms for matching introductions, due diligence and business negotiations.
Confidential information includes technical, commercial, financial, customer, quotation and transaction term information disclosed by one party in writing, orally, electronically or otherwise, marked as confidential or reasonably understood to be so.
The following is not confidential information: (1) information already in the public domain other than through the recipient’s breach; (2) information lawfully held by the recipient before disclosure; (3) information lawfully provided by a third party without a duty of confidence; (4) information independently developed without use of the confidential information; (5) information required to be disclosed by law or a competent authority, provided the disclosing party is notified in advance to the extent permitted by law.
The confidentiality obligation lasts three years from disclosure and, in respect of trade secrets, for as long as they remain secret.
Upon termination or the disclosing party’s request, the recipient shall return or destroy all carriers of confidential information within ten business days and provide written confirmation as requested, except where retention is required by law.
A party in breach shall compensate actual loss; where loss is difficult to quantify, it may be determined by reference to the breaching party’s gains or the reasonable licence value of the confidential information.
"Platform" means the website, applications, interfaces and all related services provided by the operator; "User" means any natural person, legal person or unincorporated organization that accesses or uses the Services; "Services" means all products and business publicly offered and orderable on the Platform.
Terms such as "matched pair", "resource package", "data package", "membership benefit" and "information report" shall have the scope and quantities stated on the corresponding pages of the Platform.
By browsing, registering, placing an order, making a payment, calling an interface or otherwise using the Services, the User is deemed to have fully read, understood and agreed to this Agreement and the related rules published on the Platform. Those who do not agree shall immediately stop using the Services.
This Agreement takes effect on the date the User first uses the Services and remains in force until the account is closed or the Platform terminates the Services in accordance with this Agreement. The Platform may update this Agreement in line with business and legal requirements; updates take effect upon publication.
Trade secrets, quotations, customer lists, matching targets, data content and other non-public information of one party that the other party learns in performing this Agreement are confidential information and may be used only for the purpose of performing this Agreement.
The confidentiality obligation continues from disclosure until the information enters the public domain or the rights holder consents in writing to disclosure. Breach causing loss to the other party entails liability for damages.
Intellectual property in the Platform’s site structure, page design, database arrangement, algorithmic models, document templates, trademarks and logos belongs to the Platform or the relevant rights holder and is protected by law. The User shall not use, copy or apply to register identical or similar marks without authorization.
The User warrants that it holds lawful rights or sufficient authorization over any content it uploads or submits and grants the Platform the right to use it to the extent necessary to provide the Services. Third-party claims arising from User content shall be borne by the User, who shall indemnify the Platform for resulting losses.
This Agreement remains in force from its effective date until the parties’ rights and obligations are fully performed or it is terminated in accordance with its terms. Membership and subscription services run from the start and end dates stated in the order; rights automatically end if not renewed on expiry.
The Platform may suspend or terminate the Services without liability in any of the following cases: material breach by the User of this Agreement or Platform rules; provision of false information or fraudulent conduct; request by a competent authority; or termination, bankruptcy or liquidation of the User.
Termination does not affect rights and obligations accrued before termination, nor the survival of confidentiality, intellectual property ownership, limitation of liability and dispute resolution provisions.
The Platform may send notices to the User via on-site messages, the order page, email, SMS or other means it deems appropriate. A notice is deemed served when sent to the contact details provided at registration or order, or subsequently updated by the User.
The User shall keep its contact details true, valid and up to date. Failure to receive a notice due to incorrect, invalid or un-updated contact details constitutes valid service, and the User bears the consequences.
Where direct loss to the User is caused by the Platform’s own fault, the Platform’s liability is limited to the fees the User has actually paid for the matter in dispute. The Platform is not liable for indirect or consequential loss such as lost profits, lost opportunities or data replacement costs.
The User shall indemnify and hold harmless the Platform and its affiliates against claims, penalties or losses arising from the User’s breach of law, this Agreement or Platform rules, or its infringement of third-party rights.
The formation, validity, interpretation, performance and dispute resolution of this Agreement are governed by the laws of the People’s Republic of China (excluding its conflict-of-law rules and the laws of Hong Kong, Macao and Taiwan, China).
Disputes arising from this Agreement shall first be resolved through friendly negotiation; failing that, either party may bring an action before the competent people’s court at the place where the Platform operator is domiciled. During dispute resolution, the parties shall continue to perform the provisions unaffected by the dispute.
The Chinese version of this Agreement prevails, with the English version as a reference translation. Other language versions are provided solely for convenience and do not vary the Chinese version.
In case of ambiguity, omission or conflict between the Chinese version and any other language version, the Chinese version prevails; translation errors in any language do not affect the validity of the Chinese version.
This Agreement, together with the rules published on the Platform and the terms stated on the order page, constitutes the entire agreement between the parties on the matters concerned and supersedes all prior oral or written communications on those matters.
If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the parties shall replace it with a lawful provision closest to the original intent. The User may not assign its rights or obligations without the Platform’s written consent; the Platform may assign them to an affiliate in accordance with law.
No failure or delay by a party in exercising any right under this Agreement constitutes a waiver of that right.