Agreement between end user and TOGOPARTS.COM ("TOGOPARTS").

1. ACCEPTANCE OF TERMS

1.1 The access and use of this Web Site (at www.togoparts.com or such other URL as TOGOPARTS may determine) and Services (defined below) contained therein by you is conditioned on your acceptance without modification of the terms, conditions and notices (collectively, "Terms of Service") contained herein. Your access to and use of this Web Site constitutes your unconditional agreement to all the Terms of Service for the time being as set out herein. TOGOPARTS reserves the right to vary the Terms of Service from time to time at its absolute discretion either with or without notice to you. You are advised to check the Terms of Service regularly, which shall be effective from the date of posting on this Web Site. If you do not agree to any of the Terms of Service contained herein, please do not access or use this Web Site.

1.2 You warrant that you have the necessary authority and capacity to enter into this agreement.

2. PERSONAL AND NON-COMMERCIAL USE LIMITATION

2.1 Unless otherwise expressly authorized by TOGOPARTS, this Web Site is strictly for your personal and non-commercial use.

2.2 You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from, or through, this Web Site.

3. DESCRIPTION OF SERVICE

3.1 TOGOPARTS currently provides end users with access to a rich collection of on-line resources and information including the in-house forums, consumer reviews, members and bike shops listings, events announcements, showroom, marketplace and articles (collectively, "Services"). Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new TOGOPARTS resources, shall be subject to the Terms of Service.

4. USER CONDUCT

4.1 As a condition of your use of this Web Site, you warrant and undertake to TOGOPARTS that you will not use this Web Site for any purpose that is illegal under any relevant laws or prohibited by the Terms of Service.

4.2 You also acknowledge and agree that any decision of TOGOPARTS under the Terms of Service shall be final, conclusive and binding upon you.
4.3 By way of example, and not as a limitation, you agree that when using this Web Site and its associated Services, you warrant and undertake that you will not:

(a) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

(b) Post, distribute or disseminate any untrue, inappropriate, hateful, profane, defamatory, racially, religiously, ethnically or sexually objectionable, infringing, obscene, indecent or unlawful topic, name, material or information.

(c) Impersonate any person or entity, including, but not limited to, a TOGOPARTS official, forum moderator or other Website end user, or falsely state or otherwise misrepresent your affiliation with a person or entity.

(d) Post by way of hyperlinking or otherwise any materials (including without limitation, software, text, transcripts, photographs and diagrams) that is protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents.

(e) Post a link, upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may damage or degrade or otherwise prejudice the operation and performance of another's computer.

(f) Post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.

(g) Post or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements)

(h) Unless expressly authorised, advertise or offer to sell any goods or services through the website

(i) Unless otherwise authorized by TOGOPARTS, bicycle and bicycle related industry manufacturers, distributors, retailers, bicycle shop owners, and the respective employees of such establishments are prohibited from advertising or offering to sell any goods or services, on behalf or in the interest of that establishment, in the Marketplace, Forums or any end-user Services/Facilities.

(j) Conduct or forward through the Web Site surveys, contests, pyramid schemes or chain letters and post/transmit any junk mail, spam or any unsolicited mass dissemination of email.

(k) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

(l) Restrict or inhibit any other user from using and enjoying the Web Site and/or Services.

(m) 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. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites.

(n) Collect or store personal data about other users.

(o) Violate the Forum Etiquette and Rules which is hereby incorporated by reference.

(p) Use any robot, spider, other automatic device, or manual process to monitor or copy any pages within the Web Site or the contents without TOGOPARTS's prior written permission.

(q) Use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site.

(r) Take any action that imposes an unreasonable or disproportionately large load on TOGOPARTS's servers.

4A. GRANT OF LICENCE

4A.1 By contributing or submitting product reviews, postings, product photographs, or any other content on the Web Site, you automatically grant (or warrant that the owner of such rights has expressly granted) TOGOPARTS an irrevocable, royalty-free, transferable and worldwide right and license to use, copy, modify, adapt, publish, translate, create derivative works from and sell and distribute such materials or incorporate such materials into any form, medium or technology without compensation to you.

4A.2 In addition, you warrant that all moral rights in those materials have been waived. None of the materials shall be subject to any obligation of confidence on the part of TOGOPARTS.

5. HYPERLINKS TO THIRD PARTY SITES

5.1 This Web Site may contain links to other World Web Web sites or resources operated by parties other than TOGOPARTS. Such links are provided for your convenience only. Because TOGOPARTS has no control over such sites and resources, you acknowledge and agree that TOGOPARTS is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. TOGOPARTS's inclusion of links to such web sites does not imply any endorsement of the material on such web sites or any association with their operators.

5.2 You further acknowledge and agree that TOGOPARTS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

5A. HYPERLINKS TO THIS WEB SITE FROM THIRD PARTY WEBSITES

5A.1 Except as set forth below, caching and hyperlinks to, and the framing of this Web Site or any of the contents are prohibited.

5A.2 You may hyperlink to the home page of this Web Site, upon prior notification to TOGOPARTS in writing. You must make a specific request for, and secure permission from TOGOPARTS prior to hyperlinking to, or framing, the Web Site or any of the contents, or engaging in similar activities. TOGOPARTS reserves the right to impose conditions when permitting any hyperlinking to, or framing of the Web Site or any of the contents.

5A.3 Your hyperlinking to, or your framing of the Web Site or any of the contents constitute acceptance of these Terms of Service. This is deemed to be the case even after the posting of any changes or modifications to these Terms of Service. If you do not accept these Terms of Service, you must discontinue linking to, or framing of the Web Site or any of the contents.

5A.4 In no circumstances shall TOGOPARTS be considered to be associated or affiliated in any manner with any trade or service marks, logos, insignia or other devices used or appearing on websites that hyperlink to the Web Site or any of the contents.

5A.5 TOGOPARTS reserves all rights to disable any hyperlinks to, or frames of any web site containing inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, material or information, or material or information that violates any written law, any applicable intellectual property, proprietary, privacy or publicity rights.

5A.6 TOGOPARTS reserves the right to disable any unauthorized links or frames and disclaims any responsibility for the content available on any other web site reached by links to or from the Website or any of the contents.

6. TERMINATION AND ACCESS RESTRICTION

6.1 You agree that TOGOPARTS, in its sole discretion, may terminate, ban or suspend your TOGOPARTS membership, use of the Services, and/or remove and discard any content within the Services, for any reason without prior notice, including, without limitation:

(a) for lack of use;

(b) if TOGOPARTS believes that you have violated any provision of the Terms of Service;

(c) acting in a manner inconsistent with the objectives of the Web Site;

(d) challenging the authority of any TOGOPARTS staff, employee or agent; or

(e) displaying unruly, contemptuous or disrespectful behaviour towards any TOGOPARTS staff, employee or agent..

6.2 TOGOPARTS may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Web Site and/or Services under any provision of this Terms of Services may be effected without prior notice, and acknowledge and agree that TOGOPARTS may immediately deactivate or delete your TOGOPARTS Membership and all related information and files in your TOGOPARTS Membership and/or bar any further access to such files or the Services. Further, you agree that TOGOPARTS shall not be liable to you or any third-party for any termination of your access to the Services.

6.3 TOGOPARTS reserves the right to deny in its sole discretion your access to the Web Site, the Services or any portion thereof without ascribing any reason therefore and without prior notice.

7. ADVERTISEMENTS AND PROMOTIONS

7.1 TOGOPARTS runs advertisements and promotions on the Web Site. By accessing the Web Site and/or using the Services, you agree that TOGOPARTS has the right to run such advertisements and promotions. The manner, mode and extent of advertising by TOGOPARTS are subject to change. Your correspondence or business dealings with, or participation in promotions of, advertisers found on the Web Site or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser.

7.2 You agree that TOGOPARTS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services.

8. CENSORSHIP

8.1 TOGOPARTS has no obligation to monitor the communities. However, TOGOPARTS reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in TOGOPARTS's sole discretion.

8.2 TOGOPARTS does not control the content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such content. You understand that by accessing the Web Site and/or using the Services, you may be exposed to content that is offensive, indecent or objectionable.

8.3 TOGOPARTS does not control or endorse the content, messages or information found in any community and, therefore, TOGOPARTS specifically disclaims any liability with regard to the communities and any actions resulting from your participation in any community. Forum moderators are not authorised TOGOPARTS spokespersons, and their views do not necessarily reflect those of TOGOPARTS.

9. INDEMNITY

9.1 You are solely responsible and liable for any and all access, use and/or misuse of this Web Site and Services made under your UserID and Password (whether or not authorised by you).

9.2 You agree to indemnify and hold TOGOPARTS, the Web Site administrators, its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your content, your access to the Web Site and use of the Services, your connection to the Services, this Web Site, your violation of the Terms of Service, or your violation of any rights of another.

10. LIABILITY DISCLAIMER

10.1 The information, software, products, and services included on or through this Web Site may include inaccuracies or typographical errors. TOGOPARTS is not responsible for any such inaccuracies and/or errors, as it does not and cannot review all content posted on the Web Site.

10.2 TOGOPARTS may make improvements and/or changes in this Web Site at any time.

10.3 TOGOPARTS MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, PRODUCTS, PRICES, SERVICES AND RELATED GRAPHICS CONTAINED ON THIS WEB SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TOGOPARTS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10.4 IN NO EVENT SHALL TOGOPARTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THIS WEB SITE, WITH THE DELAY OR INABILITY TO USE THIS WEB SITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THIS WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEB SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF TOGOPARTS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS PROHIBITED BY LAW AND YOU ARE DISSATISFIED WITH ANY PORTION OF THIS WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEB SITE.

10.5 TOGOPARTS is not responsible to you or any third party for your actions and activities on this Web Site (whether or not authorised by you) for any reason whatsoever including without limitation, your failure to comply with the spirit and the letter of the Terms of Service herein.

11. MODIFICATION OF THESE TERMS AND CONDITIONS

11.1 TOGOPARTS reserves the right to change the terms, conditions, and notices under which this Web Site is offered, without prior notice to you.

12. GOVERNING LAW

12.1 These Terms of Service shall be governed and construed in accordance with the laws of Singapore.

Updated: August 2005