1. DESCRIPTION OF SERVICES
VHSoft will provide to Registered User the following services (the "Services"), on the terms and conditions set out herein:

(a) access to, and use of the facilities and services available through, the website located on the internet at http://www.vhbuild.com (the "Site"), including but not limited to access to and use of a common platform or forum within the Site across which Registered Users can, inter alia, share drawings, documents and reports, streamline inter-project communications and collaboration, track progress and deliver project information (the "Project Workplace"; and each such project contained in a particular Project Workplace a "Project");

(b) training, customer services and other technical support and consultancy concerning the use of the Site and the Project Workplace as described in the Standard Services Plan ("Service Plan"); and

(c) other associated services which may be offered by VHSoft to Registered User from time to time.

2. REGISTRATION AS REGISTERED USERS
Any persons (whether individuals, corporations or other legal entities) who are capable of forming legally binding contracts under applicable law may apply to become a Registered User.

Application as a Registered User is NOT open to persons resident in jurisdictions where the right to access to or use of the Site and/or the Services is prohibited by law.

To become a Registered User, applicant must complete a New Account Set Up Form "The Form". In consideration of Registered User's use of the Services, Registered User agrees to:

(a) provide true, accurate, current and complete information about itself in The Form (such information being the "Registration Data"); and

(b) maintain and promptly update the Registration Data to keep it true, current, relevant, current and complete.
Notwithstanding anything to the contrary contained in these General Terms of Use, VHSoft reserves the right to accept or reject any application to become a Registered User at its sole discretion.

3. MEMBER ACCOUNT, USER NAME AND PASSWORD 
Upon acceptance of Registered User's application, VHSoft will set up an account ("Account") for Registered User and will also provide to Registered User a user name ("User Name") and a password ("Password") in relation to the access to and use of the Services. Project Workplace will be allocated to Registered Users in accordance with the terms set out in The Form.

Registered User is solely responsible for maintaining the confidentiality of its Account, User Name and Password, and is responsible for all activities which take place within a Project Workplace using the Account, User Name and Password whether or not such activities have been actually or expressly authorised by the relevant Registered User.

Where applicable, Registered User may generate its own internal user names and passwords to its employees and/or other officers within its organisation ("Employees") on a need-to-know basis and who have been duly authorised by the Registered User to use such information for the purpose of gaining access to the Services in the course of carrying out his/her duties, provided that Registered User shall be required:

(a) to put in place its own security measures to allow or restrict access to certain designated parts of the Project Workplace by the Employees; and

(b) to maintain a record of those Employees to whom such information has been disclosed and allow VHSoft to access and use such information for Site administration and maintenance purpose.
Registered User is strictly prohibited from selling, renting, assigning, transferring, licensing or sub-licensing to any other person its right to access or use of the Services.

Registered User must not, nor allow anyone (including the Employees) to, use any means to circumvent log in, password and other protections VHSoft puts in place to restrict access to certain parts of the Site and/or the Services.

Registered User must immediately notify VHSoft of any unauthorised use of its or other Registered User's User Name, Password or any other breach of security through its or other Registered User's Account.


4. SERVICE FEE 
Save and except for a free trial period of service, if any, in consideration of VHSoft providing the Services, Registered User must pay VHSoft a service fee for the Services ("Service Fee") as set out in the Service Fee Quotation ("Quotation") or Service Plan as supplied by VHSoft from time to time.

The Service Fee Schedule as well as other information contained in the Service Plan and/or The Form may be amended by VHSoft from time to time, and any amendments thereto will become effective immediately upon VHSoft posting such amendments on the Site or notifying Registered User in writing. Registered User is advised to check the current Fee Schedule from time to time.

All payments of Service Fee are payable in advance and upon receipt of the applicable invoice issued by VHSoft. If Registered User does not pay Service Fee when due, access to Project Workplace may be suspended and such Registered User's registration may be terminated.

5. USE OF SOFTWARE
All software that is made available to use on the Site and/or the Project Workplace (the "Software") is the copyrighted work of VHSoft and/or its licensors or suppliers, and that all intellectual property rights (which for the purposes of these General Terms of Use shall mean intellectual property rights of whatever nature whether registered or unregistered including but not limited to trade marks, trade names, copyright, patent, designs, goodwill and rights in confidential information, inventions and know-how and any associated or similar rights (the "Intellectual Property Rights")) in the Software belong to VHSoft and/or its licensors or suppliers.

Registered User must not, nor should it allow anyone (including the Employees) to, copy, reproduce, decompile, disassemble, modify, reverse engineer, attempt to discover the source code, sell, assign, sub-license, grant a security interest or transfer any right in or otherwise tamper with any of the Software.

Registered User is responsible for providing all equipment necessary to access the internet and the Site.

6. USE OF SITE 
All Intellectual Property Rights in the content (which for the purposes of these General Terms of Use shall mean information and/or materials of whatever form included on the Site and/or the Project Workplace including but not limited to texts, files, data, graphics, logos, icons, images and software (the "Content")) and/or the Services are vested in VHSoft and/or the Content providers (as the case may be), and Registered User must not engage in any activity, or permit others under its control (including the Employees), to engage in any activity, whatsoever, which infringes or otherwise interferes with or prejudices any such Intellectual Property Rights.

Registered User must promptly notify VHSoft of any actual, threatened or suspected infringement of, or any actions, claims or demands or proceedings in relation to, any such Intellectual Property Rights which may come to its attention, and at the expense of VHSoft to render to VHSoft and/or the Content providers all assistance which they may require in connection therewith.

Subject to the foregoing and the following conditions, Registered User may view, download and print copies of the Content available on the Site:

(a) any copyright, trade mark or other proprietary notices contained in or on any such Content must not be removed or altered;

(b) no Content (with the exception of the Content posted by it on the Project Workplace ("User Content")) may be modified, altered or distributed (electronically or otherwise) in any way unless with permission of the Content provider(s);

(c) VHSoft reserves the right to revoke the authorisation to view, download and print any such Content (with the exception of User Content) at any time, and any such use shall be discontinued immediately upon written notice from VHSoft; and

(d) the rights specified above to view, download and print copies of the Content available on the Site constitute a limited licence and not a transfer of title or a right to copy the design or layout of the Site.
Registered User is prohibited from posting any Content on the Site or using the Site to engage in any activities which are inconsistent with the purpose of the Site.

If Registered User accesses or uses the Site, it does so on its own initiative and must not:

(a) upload, post or otherwise transmit any Content:

(i) that is unlawful, harmful, threatening, abusive, harassing, violent, fraudulent, tortious, offensive, defamatory, libelous, scandalous, seditious, vulgar, obscene, indecent, contains pornography, invasive of another's privacy, hateful, racially, ethnically or otherwise objectionable;

(ii) that they do not have a right to transmit under any applicable law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

(iii) that infringes any Intellectual Property Rights or any proprietary rights of any party;

(iv) that contains unsolicited or unauthorised advertising, promotional materials, "junk mail", "chain letters" or any other form of solicitation;

(v) that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and

(vi) that violates any applicable law particularly relating to copyright, prohibitions on libel, slander and invasion of privacy and relating to electronic signatures and electronics transactions;

(b) impersonate any person or entity including but not limited to a VHSoft official, forum leader, guide or host, or falsely state or otherwise misrepresent Registered User's affiliation with a person or entity;

(c) interfere with or disrupt the Site or servers or networks connected to the Site or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

(d) collect or store personal data about other Registered Users or users of the Site;

(e) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals (including but not limited to providing instructions on how to assemble bombs, grenades and other weapons); and

(f) use Registered User's project hosting site (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond the Site.

Any non-personal unsolicited information or materials in whatever form which you elect to post to the Site, with the exception of User Content, will be deemed not confidential, and by sending such unsolicited information or materials, Registered User hereby grants VHSoft a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use, reproduce, publicly perform and display, distribute, sub-license, modify, translate, publish, create derivative works from, transmit and sell those materials or information and/or incorporate them in other works in any form, media or technology now known or later developed for any purpose (commercial, public or otherwise), and VHSoft shall be free to use any ideas, suggestions, concepts, drawings, knowhow or techniques that Registered User sends to VHSoft for any purpose (commercial, public or otherwise) without any compensation to Registered User whatsoever.

Personal information such as names, address and telephone numbers etc. will be subject to VHSoft's privacy policy set out at the end of these General Terms of Use ("Privacy Policy").

7. USE OF PROJECT WORKPLACE AND USER CONTENT
Registered User is solely responsible for all User Content posted by it or through its Account, and must use its best endeavours to ensure that any such User Content is true and accurate. VHSoft does not check, verify, endorse or monitor any User Content and, in particular, VHSoft does not make any representations or warranties on the standard, quality, integrity, reliability, accuracy, completeness, relevance, usefulness and timeliness of any User Content. VHSoft will not take part in any discussions, negotiations, transactions or any other form of communications with or between Registered User in relation to any Project hosted or managed through the Project Workplace.

VHSoft expressly disclaims any responsibility to filter or pre-screen any User Content and will not be liable in any way for any User Content including but not limited to any errors, inaccuracies, incompleteness, timeliness, typographical mistakes or omissions therein, or for any loss or damages of any kind incurred as a result of the use of any User Content.

Registered User must only post on the Project Workplace Content which is:

(a) owned by it;

(b) submitted with the permission of the owner and/or any applicable government bodies or other authorities; or

(c) in the public domain.

Owing to the nature of the Projects, different Registered Users will have access to the same Project Workplace and the User Content contained therein. To enable VHSoft to operate the Service, Registered User hereby grants to VHSoft a non-exclusive, worldwide, irrevocable and royalty-free licence to use, reproduce and distribute all User Content in the Project Workplace for the sole purpose of providing the Services to Registered Users and to maintain the Project Workplace. The foregoing licence will remain in effect until such User Content is removed from the Project Workplace. Personal information contained in the User Content such as names, address and telephone numbers etc. will remain subject to the Privacy Policy.

Notwithstanding any other provisions contained herein, VHSoft has the right, but not the obligation, to take any action including but not limited to removing or disabling access to any Content on the Site (including User Content) VHSoft deems necessary or appropriate in its sole discretion without prior notice if:

(a) VHSoft believes such Content may give rise to liability to VHSoft or other parties or interfere or impair its relationship with any Registered User or other parties; or

(b) there is any conflict with or violation of any of these General Terms of Use.

8. USE OF LINKED SITES AND THIRD PARTY CONTENT
Websites which are linked to or found in the Site and/or the Project Workplace by way of hyperlinks or other means ("Linked Sites") are not under the control of VHSoft, and VHSoft is not responsible for any Content posted or otherwise found on such Linked Sites ("Third Party Content"). The Linked Sites are available on the Site and/or the Project Workplace merely as part of the Services but the inclusion of such Linked Sites does not imply that VHSoft endorses or accepts any of the Third Party Content, and VHSoft makes no representation or warranty whatsoever about any Linked Site or Third Party Content. VHSoft reserves the right at its sole discretion to terminate any link to the Linked Sites.

9. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
By completing and signing The Form and submitting it to VHSoft, the Registered user agrees to acquire the "Services" and be bound by these General Terms of Use; by accepting and signing The Form, VHSoft agrees to provide the "Services" (the "Agreement"), Registered User hereby represents, warrants and undertakes to VHSoft as follows:

(a) it has all necessary authority and power to enter into and perform the agreement (including these General Terms of Use);

(b) it has obtained all necessary approvals and consents for the performance of the Agreement (including these General Terms of Use) and the performance of the Agreement (including these General Terms of Use) will not constitute a breach of any other existing agreements to which it is a party;

(c) it will comply with all applicable laws particularly relating to the use of the Site and/or the Services and relating to on-line conduct including but not limited to the transmission of technical data exported from the country in which it resides;

(d) it will not in any way tamper with the Software or functionality of the Site and/or the Project Workplace. Without limiting the foregoing, it will not place into the Site and/or the Project Workplace material which contains any viruses, time bombs, bugs or other matter or device including but not limited to computer programming routines that may damage, interfere with, intercept, debilitate, corrupt or expropriate any system, data or information;

(e) it will not use in any manner any of the name "VHBuild" or any other trade marks and logos displayed on the Site, which are registered and unregistered marks of VHSoft or other owners ("Marks") without the prior written consent of VHSoft or other owners (as the case may be). Nothing contained in the Site should be construed as granting, by implication, estoppel or otherwise, any licence or right to use any of the Marks without the permission of VHSoft or other owners (as the case may be);

(f) it will not disclose its User Name, Password and Account details to any persons; and

(g) it will not disclose to any third parties confidential information belonging to other Registered Users that is acquired during transactions or dealings on the Site and/or the Project Workplace unless authorised by the relevant Registered Users.

10. LIMITATION OF LIABILITIES 
Except as otherwise expressly provided in these General Terms of Use, all Content contained in the Site and the Services are provided "AS IS" and "AS AVAILABLE", and VHSoft hereby disclaims all warranties of any kind, whether express or implied, including but not limited to:

(a) any implied warranties of merchantability, fitness for a particular purpose and non-infringement;

(b) any warranty that the Services and/or the Content included in the Site will meet Registered User's requirements;

(c) any warranty that the Services and/or the Content included in the Site will be uninterrupted, timely, up-to-date, secure or error-free;

(d) any warranty that the results that may be obtained from the use of the Services and/or any Content included in the Site will be accurate, effective or reliable;

(e) any warranty that the quality of any products, services (including Services) or information purchased or obtained by Registered User from the Site will meet Registered User's expectations; and

(f) any errors in the Software obtained from the Site will be corrected.
No information, whether written or oral, obtained by Registered User from VHSoft or through or from the Site pursuant to these General Terms of Use shall be construed as advice, representations, warranties or terms not otherwise expressly stated in these General Terms of Use.

In particular, all opinions, statements, attachments and any related documents found in the Site (the "Opinions"), unless otherwise stated or specified in the Site, are solely those of the various authors and do not necessarily reflect the views or official position of VHSoft, its employees, officers, agents or representatives. Registered User hereby waives all claims howsoever arising against VHSoft, its employees, officers, agents and representatives in connection with any such Opinions including but not limited to claims for libel, defamation, and negligence.

The Site (excluding any Linked Sites) is controlled by VHSoft from its offices within the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"). VHSoft makes no representation or warranties that the Content or the Services available on this Site are appropriate or available for use in other locations outside Hong Kong, and accessing them from territories where their contents are illegal is prohibited.

It is the intention of VHSoft to make the Site/Project Workplace available 24 hours a day, 7 days a week, but VHSoft retains the right to suspend access and use of the Site and the Project Workplace or otherwise make the Site and the Project Workplace unavailable for use from time to time for any reason and at any time without prior notice. Notwithstanding this, VHSoft shall not be liable to any Registered User, its Employees, agents or any third party for any special, incidental, indirect or consequential damages of any kind or for any damage of any nature whatsoever, whether is tort, contract or otherwise regardless of the form of action, or by reason of any interruption of business, lost profits, lost data or business opportunity, arising out of or in connection with the use of or access to the Site and/or the Services.

VHSoft accepts no responsibility for errors or technical difficulties with the functionality of the Site or for electronic mail transmission. VHSoft shall not be responsible for any error in a specification, picture, illustration or for any typographical or photographic errors.

In providing the installation and other technical support and consultancy services relating to the use of the Software, the Site and the Project Workplace to the Registered User (being part of the Services), VHSoft shall not be liable in any way for any losses or damages arising out of or in connection with any defect (in whatever form) in the Registered User's software, hardware, other peripherals and/or network security control, and the Registered User shall be responsible for the repair, maintenance and all insurance against losses or damages to its software, hardware and other peripherals etc. used for running the software and/or gaining access to the Site and/or the Project Workplace.

VHSoft does not guarantee or warrant that files available for downloading from the internet will be free of infection of viruses, time bombs, bugs or other matter or device including but not limited to computer programming routines that may damage, interfere with, intercept, debilitate, corrupt or expropriate any system, data or information. Registered User is responsible for implementing sufficient procedures and checkpoints to satisfy particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

Registered User is responsible for any and all risks associated with entering into contracts or other arrangements with other parties through the Site or otherwise relying on any Content which has electronic signatures. Registered User's attention is drawn to the provisions in the Electronic Transactions Ordinance (Cap. 553 of the Laws of Hong Kong) and if necessary, Registered User should seek independent legal advice.

VHSoft shall not be liable for failure to perform any obligation hereunder if such failure is caused by the occurrence or cause beyond the reasonable control of VHSoft including but not limited to any act of government, change of law, strike, war, explosion, flood, earthquake, fire, war, act of God, outages of the internet or connections thereto, communications outages, virus attack and defect or fault in Registered User's system or software.

If Registered User becomes dissatisfied with VHSoft or with any terms, conditions, rules, policies, guidelines or practices of VHSoft in operating the Services, the only remedy is to discontinue using the Services without prejudice to any outstanding obligation in connection with payment of Service Fee to VHSoft.

Without prejudice to any of the foregoing, under no circumstances will VHSoft's liability towards a particular Registered User in respect of a particular Project exceed the lower of:

(a) the average monthly Service Fee paid by such Registered User in respect of such Project during the twelve (12) months immediately prior to the event or circumstances giving rise to such liability (and where the relevant period of Services is less than one (1) month, the total amount of Service Fee paid by the Registered User during that month in respect of such Project); or

(b) US Dollars Ten Thousand (US$10,000).

No claim, suit or action whatsoever shall be brought against VHSoft under this Agreement after the expiry of one (1) year from the date on which the cause of action arose.

Registered User acknowledges that the allocation of risk and the limitation of liabilities contained in these General Terms of Use is a material consideration for VHSoft entering into the Agreement.

11. INDEMNITY 
As a condition of registration with VHSoft as a Registered User, Registered User undertakes to indemnify and hold VHSoft, its subsidiaries, affiliates, employees, officers, agents, associates, suppliers, contractors and/or other partners harmless from and against any losses, costs, damages, liabilities and expenses arising out of or in connection with the following without prejudice to other rights and remedies of VHSoft and/or the aforesaid parties:

(a) any breach of any terms of these General Terms of Use including but not limited to any representations, warranties and undertakings;

(b) unauthorised use of Registered User's User Name, Password or Account with VHSoft;

(c) any misuse of the Site or use thereof which is inconsistent with the purpose of the Site;

(d) any infringement of any Registered User's Intellectual Property Rights;

(e) any claim for injury to any person and/or damage to any property arising out of or in connection with these General Terms of Use;

(f) any dispute or transaction between Registered Users;

(g) any dispute or transaction between Registered User and any third party; or

(h) any violation of any applicable law.

12. EXPENSES
Registered User is solely responsible for all local, state, national or foreign taxes, licences, fees, duties, export/import fees and any other costs, expenses and liabilities ("Expenses") arising from or related to any transactions or dealings between Registered Users. VHSoft shall have no responsibility whatsoever for such Expenses and Registered User hereby agrees to indemnify VHSoft for any such Expenses and any interest or penalties imposed on VHSoft as a result of such Expenses.

13. TERM AND TERMINATION
The Agreement (including these General Terms of Use) is effective upon signing of The Form and continues in force and effect until terminated in accordance with this Paragraph.

VHSoft may terminate the Agreement (including these General Terms of Use) at any time if Registered User materially breaches as any of the terms of these General Terms of Use which, if it can be remedied, is not cured within seven (7) days after notice from VHSoft. VHSoft reserves the right to suspend access and use of the Site, the Project Workplace and/or the Services pending cure of such breach.

In addition, either party hereto may terminate the Agreement (including these General Terms of Use) upon giving thirty (30) days notice to the other.

Termination is in addition to all other legal or equitable remedies available to VHSoft. Upon termination of the Agreement (including these General Terms of Use) for any reason, Registered User shall immediately cease to access or use the Services including the use of the Project Workplace, and settle all outstanding payment of Service Fee.

The limitations of liabilities, the indemnity obligations of Registered User and the provisions of governing law shall survive the termination of the Agreement (including these General Terms of Use).

14. MODIFICATION OF TERMS
VHSoft reserves the right to amend these General Terms of Use (including for avoidance of doubt the terms and conditions governing the use of the Site) from time to time at its sole discretion either by notifying Registered User in writing or by posting the amendments on the Site.

When using any particular Content and/or Services and/or entering into any particular sections of the Site, Registered User may be subject to any additional guidelines or rules applicable to such Content and/or Services that may be posted on the Site from time to time without prior notice to Registered User.

15. MISCELLANEOUS
Time shall be of the essence as regards any date or period mentioned in these General Terms of Use and any date or period substituted for the same by agreement of the parties hereto or otherwise.

If at any time any provision of the Agreement (including these General Terms of Use) is or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of the Agreement (including these General Terms of Use) shall not be affected or impaired thereby.

The Agreement (including these General Terms of Use) shall be binding on and enure for the benefit of the successors of each party hereto.

The Agreement (including these General Terms of Use) is assignable by VHSoft, whether in whole or in part, without Registered User's prior consent, but Registered User may not assign any of its benefits or obligations arising from the Agreement (including these General Terms of Use) without the prior consent in writing of VHSoft.

No waiver by VHSoft of any breach by Registered User of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof and any forbearance or delay by such party in exercising any of its rights hereunder shall not be constituted as a waiver thereof.

The parties are not agents, representatives, brokers or partners of each other. None of the parties hereto has any right, power or authority to enter into any agreement, arrangement and/or understanding for and on behalf of the other. Nor may either party hereto incur any obligation or liability for and on behalf of the other. Nor is there intended or created any manner of association, joint venture or partnership between the parties hereto.

The Agreement and these General Terms of Use represent the entire agreement and supersede all and any previous agreements or arrangements between the parties hereto or any other matter referred to in the Agreement and these General Terms of Use, and all or any such previous agreements or arrangements (if any) shall cease and determine with effect from the effective date of the Agreement.

If any provisions of the Service Plan or The Form at any time conflict with any provisions of this Agreement (including these General Terms of Use), the provisions of this Agreement shall prevail.

16. GOVERNING LAW 
The Agreement and these General Terms of Use shall be governed by and construed in accordance with the laws of Hong Kong without regard to any conflict of law provisions and without reference to the United Nations Convention on Contracts for the International Sale of Goods, and each party hereto hereby submits to the non?exclusive jurisdiction of the courts of Hong Kong as regards any claim or matter arising under the Agreement and these General Terms of Use.