This Terms of Use Agreement (the "Agreement") describes the terms and conditions applicable to your use of the VCB2B.COM (the “VCB2B” or “VCB2B Site” or “Site”) web services. This Agreement is entered into between you as the user of the Site ("User") and IATOPIA.COM Limited (the "IATOPIA" or “we” or “ours”), the owner of VCB2B.

A. Acceptance of Terms and Conditions

1. For purposes of this Agreement, a "User" is any person who accesses VCB2B and any hosts with VCB2B.com domain name, for whatever purpose, regardless of whether said User has or has not registered with VCB2B as a Member or whether said User is a paying customer for a specific service provided by VCB2B.
2. By accessing or using VCB2B, you hereby agree to accept the Terms and Conditions set forth in this Agreement as a User. If you do not accept all of the terms and conditions of this Agreement, please do not use VCB2B.
3. IATOPIA may amend this Agreement at any time by posting the amended and restated Agreement on the VCB2B. The amended and restated Agreement shall be effective immediately upon posting.

B. Users Generally

1. Users may use VCB2B solely for their own corporate or internal purposes. Each User agrees that it shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through VCB2B for the purpose of re-selling or re-distributing the IATOPIA and VCB2B Content, mass mailing (via emails, newsletters, wireless text messages, physical mail or otherwise), operating a business that competes with IATOPIA, or otherwise commercially exploiting the IATOPIA Content. Systematic retrieval of IATOPIA Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory without written consent and permission from IATOPIA is prohibited.
2. Some of the IATOPIA Content displayed on this Site is provided or posted by third parties ("Third Party Content"). Any Third Party Content is the sole responsibility of the party who provided the content. IATOPIA is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance of such Third Party Content. In addition, IATOPIA is not responsible for the conduct of any User's activities on the VCB2B, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.
3. IATOPIA may allow Users access to content offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such Third Party's web site(s). User acknowledges that IATOPIA has no control over such third party's web site, and IATOPIA shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such a website.
4. Messages or information sent by a User through communication systems provided by the Site, or through emails, fax or letters to addressees obtained from the Site, shall not contain any of the materials described in the provisions of Section 4.5 below.
5. IATOPIA reserves the right to limit, deny or create different access to VCB2B and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use VCB2B wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall IATOPIA be liable to the User or any third parties for any inability to use VCB2B (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise), any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use VCB2B or any of its features.
6. We urge that you read IATOPIA Privacy Policy which governs the protection and use of each User's information in IATOPIA's possession. Each User hereby accepts the Privacy Policy and any updates and amendments thereto.
7. As a condition of your access to and use of IATOPIA, you agree that you will not use the IATOPIA service to infringe the intellectual property rights of others in any way. IATOPIA will in appropriate circumstances terminate the accounts of members or users who are repeat infringers of the copyrights, or other intellectual property rights, of others.

C. Members

1. Each User who has registered with IATOPIA by submitting an application form on VCB2B and was thereafter approved by IATOPIA is a member of VCB2B (either Basic, Gold or Platinum Member). IATOPIA will establish an account for each Member and each Member will be assigned a Member’s Corporate ID and password for log-in access to its own Account.
2. IATOPIA may suspend or terminate a Member's Account at any time by giving no less than 24-hour notice to the Member; provided, however, that notice is not required for such termination if (a) in IATOPIA's determination, there is any breach of the provisions of this Agreement by the Member; or (b) IATOPIA has reasonable grounds to suspect that such information provided by a Member is untrue, inaccurate or is not current or complete, or (c) IATOPIA believes that the Member's actions may cause financial loss or legal liability to such Member, IATOPIA's other Users, or IATOPIA or its affiliates.
3. A Member may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, User ID or Password to a third party. IATOPIA may suspend or terminate the Account of a Member or the transferee of a Member in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.

D. Users Who Post Information on VCB2B

1. You must be a Member in order to post information on VCB2B. Your status as a Member is governed by the provisions of Section C above.
2. No sales agency relationship is created between any Member and IATOPIA, our affiliates, directors, officers or employees by virtue of IATOPIA's display of any of the Member 's information on VCB2B.
3. Each User hereby represents, warrants and agrees to (a) provide IATOPIA with true, accurate, current and complete information to be displayed on the Site and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to IATOPIA to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
4. Each Member hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark trade secret or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on VCB2B or provides to IATOPIA or authorizes IATOPIA to display. Third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on VCB2B, including but not limited to rights of personality and rights of privacy, or affecting or relating to products that are offered or displayed on VCB2B, are hereafter referred to as "Third Party Rights." Each User hereby represents, warrants and agrees that it shall be solely responsible for ensuring that any material or information it posts on VCB2B or provides to IATOPIA or authorizes IATOPIA to display does not, and that the products represented thereby do not, violate any Third Party Rights.
5. Each Member hereby represents, warrants and agrees that information submitted to IATOPIA for display on VCB2B shall not:
   • contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
   • be part of a scheme to defraud other Users of VCB2B or for any other unlawful purpose;
   • relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other Third Party Rights;
   • violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
   • be defamatory, libelous, unlawfully threatening or unlawfully harassing;
   • be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
   • contain political propaganda or extreme political views or opinions;
   • promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
   • contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
   • solicit business from any Users in connection with a commercial activity that competes with IATOPIA;
   • contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
   • otherwise create any liability for IATOPIA or its affiliates.
6. IATOPIA reserves the right in its sole discretion to remove any material displayed on VCB2B which it reasonably believes is unlawful, could subject IATOPIA to liability, violates this Agreement or is otherwise found inappropriate in IATOPIA's opinion. IATOPIA may disclose the User's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and IATOPIA shall not be liable for damages or results thereof and User agrees not to bring any action or claim against IATOPIA for such disclosure.

E. Trade Inquiry Exchanges between Buyers and Suppliers

1. Through VCB2B, IATOPIA provides a web-based platform for exchanging information between buyers and suppliers of products and services. IATOPIA does not represent the sellers nor the buyers. As a result, IATOPIA does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on VCB2B or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
2. Users are hereby made aware that there may be risks of dealing with people acting under false pretenses. Because user verification on the Internet is difficult, IATOPIA cannot and does not confirm each User's purported identity (including, without limitation, Basic, Gold and Platinum Members).

F. Limitation of Liability

1. THE FEATURES AND SERVICES ON THE VCB2B ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND IATOPIA HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
2. IATOPIA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE. IATOPIA DOES NOT REPRESENT OR WARRANTY THAT THE MANUFACTURE, IMPORTATION, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND IATOPIA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE VCB2B.
3. Any material downloaded or otherwise obtained through VCB2B is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from IATOPIA or through or from VCB2B shall create any warranty not expressly stated herein.
4. Under no circumstances shall IATOPIA be held liable for an delay or failure or disruption of the content or services delivered through VCB2B resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control.
5. Each User hereby agrees to indemnify and save IATOPIA, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of VCB2B (including but not limited to the display of such User's information on VCB2B) or from its breach of any of the terms and conditions of this Agreement. Each User hereby further agrees to indemnify and save IATOPIA, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to IATOPIA. Each User hereby further agrees to indemnify and save IATOPIA, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that IATOPIA is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. IATOPIA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with IATOPIA in asserting any available defenses.

G. Intellectual Property Rights

1. IATOPIA is the sole owner or lawful licensee of all the rights to VCB2B and the IATOPIA Content. VCB2B and IATOPIA Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in VCB2B and IATOPIA Content shall remain with IATOPIA, its affiliates or licensors of the IATOPIA Content, as the case may be. All rights not otherwise claimed under this Agreement or by IATOPIA are hereby reserved.
2. "IATOPIA", "VCB2B" and related icons and logos are registered trademarks or trademarks or service marks of IATOPIA.COM Limited. in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.