PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY CLICKING ON THE "ACCEPT" BUTTON, ACCESSING THE ACTIVECHINESE.COM WEBSITE, USING THE ACTIVECHINESE CONTENT, OR USING THE SERVERS OPERATED BY ACTIVECHINESE OR ANY SERVICES NOW OR HEREAFTER OFFERED BY ACTIVECHINESE OR ITS SUCCESSORS, LICENSEES OR ASSIGNS, (COLLECTIVELY THE "ACTIVECHINESE SERVICE"), YOU, AS AN INDIVIDUAL OR AS A SINGLE USER OF THE ENTITY OR COMPANY THAT YOU REPRESENT ("YOU" OR "YOUR" AS APPLICABLE) ARE BOUND BY THE NOTICES, TERMS AND CONDITIONS IN THESE TERMS OF USE AND ELSEWHERE ON ACTIVECHINESE.COM (INCLUDING BUT NOT LIMITED TO OUR PRIVACY POLICY). IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, CLICK THE "CANCEL" BUTTON AND YOU WILL HAVE NO RIGHT TO USE THE ACTIVECHINESE.COM WEBSITE OR THE SERVICES DESCRIBED HEREIN.

    We may change or modify these Terms of Use at any time by posting new terms and conditions on this page. These Terms of Use may not otherwise be changed or modified, except in a writing signed by an authorized representative of ActiveChinese, Inc. ("ActiveChinese"). Your continued use of the ActiveChinese Service, following any changes or modifications to these Terms of Use, constitutes your acceptance of the changes or modifications.

Use of the ActiveChinese Service

    Subject to these Terms of Use, our Privacy Policy, and terms and conditions of any separate licenses or other agreements You may be required to accept in order to use certain portions of the ActiveChinese Service, You are authorized to access and make use of the ActiveChinese Service as set forth below.

    You affirm to ActiveChinese that if You are an individual (i.e., not a corporation), then You are at least 18 years of age. You also certify that You are legally permitted to use the ActiveChinese Service and access the ActiveChinese.com website, and that You take full responsibility for the selection and use of the ActiveChinese Service and access of the ActiveChinese.com website. This Agreement is void where prohibited by law, and the right to access the ActiveChinese.com website is revoked in such jurisdictions.

    You may view and use the sections of the ActiveChinese.com website to which You have been given access by ActiveChinese. You may make one complete and unmodified copy of any page on this website to which You have been given access, provided You retain all copyright, trademark and other proprietary rights notices and that You use it solely for personal, noncommercial purposes and do not distribute or republish it in any way. You may obtain access to the ActiveChinese Service, provided You pay any applicable charges and agree to the terms and conditions of these Terms of Use or any license agreement or other agreement governing access to ActiveChinese products or services. You may use the ActiveChinese Service to which You have been given access to interact with ActiveChinese and other users of our products and services solely in ways that do not violate these Terms of Use.

User Material

    The ActiveChinese Service enables You to make content available to other users of the ActiveChinese Service and to access content made available by other users of the ActiveChinese Service to further your educational experience. All such content made available by You or other users is referred to as "User Material." You are solely responsible for any User Material that You upload and publish to the ActiveChinese Service, including compliance with these Terms of Use. For purposes of these Terms of Use, "content" shall include, without limitation, video, film, music, text, communications, software, scripts, graphics, images, audio, information, and interactive features.

    You expressly acknowledge and agree that any User Material that You make available on the ActiveChinese Service may be made freely available by ActiveChinese through the ActiveChinese Service, including without limitation for download by other users, and that this permission is made and granted in consideration of Your use of the ActiveChinese Service and is nonexclusive, perpetual, royalty-free, irrevocable and transferable (and includes all related intellectual property rights). You represent and warrant that You have all rights necessary to publish and distribute any User Material made available by You through the ActiveChinese Service and that such User Material conforms to the requirements and restrictions contained herein. You agree to indemnify and hold ActiveChinese, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of Your access to the ActiveChinese.com website, use of the ActiveChinese Service, the violation of these Terms of Use by You, or the infringement by You, or any third party using Your account, of any intellectual property or other right of any person or entity.

    ActiveChinese shall have no obligation to monitor any User Material. However, ActiveChinese and its agents shall have and do reserve the right to monitor any User Material from time to time for any lawful purpose. ActiveChinese may, without notice to You, remove or block content of any User Material from the ActiveChinese Service, including disabling access to such User Material that You have downloaded through the ActiveChinese Service.

Termination

    ActiveChinese may terminate Your access to all or any part of the ActiveChinese Service at any time, with or without cause, with or without notice, effective immediately. You may terminate Your use of the ActiveChinese Service at any time, provided that all provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon termination of the Your account, Your right to use the ActiveChinese Service, access the ActiveChinese.com website and any content will immediately cease.

Rules and Conduct

    The ActiveChinese Service (including without limitation, any content, documents or other information made available through the ActiveChinese Service) is provided only for Your own single, individual and personal use (e.g. classroom accounts, school accounts, and other educational pooling accounts are not allowed) and may not be used in connection with any commercial purpose(s), except as specifically approved in writing by ActiveChinese. Any unauthorized use of the ActiveChinese Service is expressly prohibited.

    As a condition of use, You promise not to use the ActiveChinese Service for any purpose that is unlawful. You agree to abide by all applicable local, state, national and international laws and regulations, including, without limitation, all intellectual property laws (such as, U.S. copyright laws).

    By way of example, and not as a limitation, You agree not to (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content using any communications service or other service available on or through the ActiveChinese Service, that:

    Additionally, You agree that You will not: (i) take any action that imposes, or may impose in ActiveChinese's sole discretion an unreasonable or disproportionately large load on ActiveChinese's infrastructure; (ii) interfere or attempt to interfere with the proper working of the ActiveChinese Service or any activities conducted on the ActiveChinese Service; (iii) bypass any measures ActiveChinese may use to prevent or restrict access to the ActiveChinese Service, other accounts, or computer systems or networks connected to the ActiveChinese Service; or (iv) interfere with any other user's enjoyment of the ActiveChinese Service.

    You shall not (and You shall not permit others to), directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of the ActiveChinese Service or any content available through the ActiveChinese website (except to the limited extent applicable laws specifically prohibit such restriction); or copy, rent, lease, distribute, or otherwise transfer any or the rights that You receive hereunder. In addition, You shall not remove any proprietary notices or labels.

    You shall not launch or otherwise use any robot, spider, scraper or other automated means to access the ActiveChinese Service in a manner which sends more request messages to the ActiveChinese server in any given period of time than a typical human would normally produce in the same period by using a conventional on-line Web browser to read, view, and submit materials. Notwithstanding the foregoing, we grant the operators of search engines permission to use robots to copy materials from the site for the sole purpose of creating publicly-available searchable indexes of the materials that we may make publicly-available, but not caches or archives of such materials; provided that, we reserve the right to revoke these exceptions either generally or in specific cases. Further, You shall only be permitted to be connected to the ActiveChinese Service for a reasonable amount of time, e.g. no more than a typical student would normally need to read, view, submit materials and learn from the ActiveChinese Service. ActiveChinese reserves the right to monitor your usage of the ActiveChinese Service and terminate your access at any time upon reasonable suspicion of the foregoing improper uses.

    You shall not harvest or collect information from the ActiveChinese Service, including, without limitation, information about other users of the ActiveChinese Service. The use of any information learned through the ActiveChinese Service or while in the ActiveChinese website is limited to the express purposes set forth in these Terms of Use; all other uses are strictly prohibited.

    Except as expressly authorized herein, You shall not copy or otherwise display any portion of the Activechinese.com website or any of its contents. No hyperlinks to any password protected web pages on the Activechinese.com website are allowed. Hyperlinks to non-restricted pages are allowed, subject to review and termination by ActiveChinese in our sole discretion.

Registration

    As a condition to using certain non-publicly available components of the ActiveChinese Service, You may be required to register with ActiveChinese and select a password and screen name ("ActiveChinese User ID"). You shall provide ActiveChinese with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of Your ActiveChinese account. You may not (i) select or use as a ActiveChinese User ID a name of another person with the intent to impersonate that person; (ii) use as a ActiveChinese User ID a name subject to any rights of a person other than You without appropriate authorization; or (iii) use as a ActiveChinese User ID a name that is otherwise offensive, vulgar or obscene. ActiveChinese reserves the right to refuse registration of, or cancel a ActiveChinese User ID in its sole discretion.

    You are solely responsible for activity that occurs on Your account and shall be responsible for maintaining the confidentiality of Your ActiveChinese password. You may not share Your ActiveChinese password with any third party. You may never use another user's account without such other user's express permission. You will immediately notify ActiveChinese in writing of any unauthorized use of Your account, or other account related security breach of which You are aware or of which You should be aware.

Privacy Policy

    As explained above, Your use of the ActiveChinese Service is subject to Your acceptance of our Privacy Policy. Please read the Privacy Policy carefully for disclosures relating to the collection and use of Your personal information.

Links to Third Party Websites

    As a convenience for its users, ActiveChinese may provide links on this website to other websites owned by third parties. Unless otherwise stated, ActiveChinese does not endorse or control these third parties and takes no responsibility for them or their websites.

No Warranties

    You acknowledge that ActiveChinese has no control over, and no duty to take any action regarding: which users gains access to the ActiveChinese Service; what content You access via the ActiveChinese Service; what effects the content may have on You; how You may interpret or use the content; or what actions You may take as a result of having been exposed to the content. You release ActiveChinese from all liability for having acquired or not acquired content through the ActiveChinese Service. The ActiveChinese Service may contain, or direct You to sites containing, information that some people may find offensive or inappropriate. ActiveChinese makes no representations concerning any content contained in or accessed through the ActiveChinese Service, and ActiveChinese will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the ActiveChinese Service. THE ACTIVECHINESE SERVICE IS PROVIDED BY ACTIVECHINESE "AS IS" AND "AS AVAILABLE". ACTIVECHINESE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE ACTIVECHINESE SERVICE OR ITS CONTENT, AND ACTIVECHINESE DISCLAIMS ALL WARRANTIES REGARDING THE ACTIVECHINESE SERVICE AND ITS CONTENTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF CONTENT, NON-INFRINGEMENT, OR THE AVAILABILITY OR QUALITY OF ANY PRODUCTS OR SERVICES AVAILABLE VIA THE ACTIVECHINESE SERVICE (EXCEPT AS MAY BE SET FORTH IN ANY LICENSE OR OTHER AGREEMENT RELATED TO THOSE PRODUCTS OR SERVICES). SOME STATES TO DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

    ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): ACTIVECHINESE MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEB-SITE LINKED TO THE SITE OR OTHERWISE IN CONNECTION WITH THE ACTIVECHINESE SERVICE. ActiveChinese will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other User Material stored on Company's equipment, transmitted over networks accessed by the ActiveChinese website, or otherwise connected with Your use of the ActiveChinese Service.

Limitation on Damages

     IN NO EVENT SHALL ACTIVECHINESE OR ANY OF ITS SUPPLIERS BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF THE ACTIVECHINESE SERVICE, OR ANY PRODUCTS OR SERVICES DISTRIBUTED ON OR PROVIDED THROUGH THE ACTIVECHINESE SERVICE, WHETHER AS A RESULT OF ERRORS, OMISSIONS, LOSS OF DATA, DEFECTS, VIRUSES, INTERRUPTIONS OR DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER CAUSE, EVEN IF ACTIVECHINESE OR ITS SUPPLIERS HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS RESTRICT THE LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE LIMITATION OF DAMAGES SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, ACTIVECHINESE'S AND ITS SUPPLIERS' AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Export and International Use

    The ActiveChinese Service is controlled and offered by ActiveChinese from its facilities in the United States of America. ActiveChinese makes no representations that the ActiveChinese Service is appropriate or available for use in other locations. Those who access or use the ActiveChinese Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Governing Law

    These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, without regard to or application of choice of law rules or principles. You expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California, United States of America for any claim or action arising out of or relating to these Terms of Use or Your use of the ActiveChinese Service. The prevailing party in any litigation will be entitled, in addition to any other relief granted to it, to recover reasonable attorney's fees, expenses and costs incurred in connection with the litigation.

Miscellaneous

     Both parties agree that these Terms of Use are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms of Use, and You may not revise or amend these Terms of Use without the prior written authorization of an officer of ActiveChinese. If any provision of these Terms of Use is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of these Terms of Use will not be affected. No delay or failure by ActiveChinese to exercise or enforce any of its rights under these Terms of Use will act as a waiver of such rights. These Terms of Use are not assignable, transferable or sublicensable by You except with ActiveChinese's prior written consent. ActiveChinese may transfer, assign or delegate these Terms of Use and its rights and obligations without consent. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use and You do not have any authority of any kind to bind ActiveChinese in any respect whatsoever.

Digital Millennium Copyright Act Notice

    ActiveChinese has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of ActiveChinese's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.

    It is ActiveChinese's policy to (1) block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

    A. Procedure for Reporting Copyright Infringements:

    If You believe that content residing on or accessible through the Activechinese.com website or through the ActiveChinese Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

    1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

    2. Identification of works or materials being infringed;

    3. Identification of the content that is claimed to be infringing including information regarding the location of the content that the copyright owner seeks to have removed, with sufficient detail so that ActiveChinese is capable of finding and verifying its existence;

    4. Contact information about the notifier including address, telephone number and, if available, e-mail address;

    5. A statement that the notifier has a good faith belief that the content is not authorized by the copyright owner, its agent, or the law; and

    6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

    B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

    It is ActiveChinese's policy:

    1. to remove or disable access to the infringing content;

    2. to notify the content provider, member or user that it has removed or disabled access to the content; and

    3. that repeat offenders will have the infringing content removed from the system and that ActiveChinese will terminate such content provider's, member's or user's access to the service.

    C. Procedure to Supply a Counter-Notice to the Designated Agent:

    If the content provider, member or user believes that the content that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such content from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

    1. A physical or electronic signature of the content provider, member or user;

    2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

    3. A statement that the content provider, member or user has a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

    4. Content provider's, member's or user's name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the content provider's, member's or user's address is located outside the United States, for any judicial district in which ActiveChinese is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

    If a counter-notice is received by the Designated Agent, ActiveChinese's may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 business days or more after receipt of the counter-notice, at ActiveChinese's discretion.

    Please contact ActiveChinese's Designated Agent to Receive Notification of Claimed Infringement at the following address:

    Designated Agent to Receive Notification of Claimed Infringement:

Larry Chen
ActiveChinese, Inc.
One Market Street, Spear Tower, Suite 3600
San Francisco, CA 94105
email:copyright@activechinese.com