上海建联会员服务合同
本软件及本软件中的服务由上海建联企业发展有限公司(以下称“上海建联”)开发、合法运营、持有并提供。上海建联及本软件,包括但不限于上海建联线下平台、手机客户端及上海建联开发的网站、其他移动客户端软件、工具、组件等,统称为“上海建联平台”(以下简称“平台”、“本平台”或“上海建联”)。
本合同由上海建联与注册、登录、使用平台的用户(以下称“用户”)共同遵守。用户在自愿成为上海建联的正式会员(以下称“会员”)前,必须仔细阅读并充分理解知悉本合同所有条款(包括因被提及而纳入本合同的文件、条款和条件)。一经注册或使用平台服务即视为用户对本合同的充分理解和接受,如有违反而导致任何法律后果的发生,用户须承担相应的法律责任。
第一条 会员及平台服务
1.1会员是指具有中华人民共和国法律所要求的完全民事权利和民事行为能力,能够独立承担法律责任,满足上海建联要求,按照上海建联各项规则(以下称“上海建联规则”)和要求注册并完成有关事项而成为上海建联正式会员的法人或自然人。
1.2上海建联向会员提供会员有偿的信息、项目资源共享、交易撮合及咨询服务。会员可使用本软件及上海建联的所有服务、功能等。会员可按照上海建联规则平台上传、获取发包、承包、供应、采购等建筑工程项目的供求信息,以获得交易机会和有关资源。
1.3 会员通过上海建联承接到项目/业务的,应当与上海建联另行签订《项目服务合同》并按其约定支付项目服务费。
第二条 服务费用
2.1会员应按照上海建联规则向上海建联缴纳会员服务费。会员应按平台公示的规则、费用标准和操作流程完成服务费的缴纳。服务费为入会资格费用,一经支付,概不退还。平台保留单方面制定及调整服务费用的权利。
2.2 会员于成为上海建联会员之日(以签订本合同之日为准)起的三个月内申请升级会员等级的,需向上海建联支付目前所处会员等级(以下称“原会员等级”)对应会员服务费与其拟申请的会员等级(以下称“升级会员等级”)对应会员服务费之间的差价,升级会员等级的会员期自原会员等级会员期开始之日起算。会员于成为上海建联会员之日(以签订本合同之日为准)起的三个月后申请升级会员等级的,需向上海建联全额支付升级会员等级对应的会员服务费,且原会员等级对应的会员服务费将不予退还,升级会员等级的会员期为一年,自会员完成升级会员等级对应的会员服务费支付之日起算。
第三条 会员义务
3.1会员须按上海建联规则及要求提供真实完整的注册认证资料,包括但不限于有效的主体资格证书(营业证照、身份证等)、知识产权(商标、品牌、专利等)授权书、特定行业资质证明等。
3.2会员须保证其所提供的任何资料、信息,包括但不限于注册信息、项目供求信息及其他信息的真实性、合法性、有效性。会员不得在平台上发布违法、违禁、虚假的信息,不得利用平台或会员身份从事违法、有违诚实信用、公平合理原则的活动。上海建联有权审查会员提供或发布的任何信息、资料,但不对会员提供或发布信息的真实性、合法性、有效性承担保证责任。
3.3会员在其会员期内应向上海建联提供至少一个可操作的项目,作为平台的互通。会员可以发展其所属或相关行业的会员,完善行业架构。所发展的会员,应遵守上海建联规则,配合执行平台行业会长对上海建联项目的调配权益。
3.4会员不得利用其获得的上海建联资源(如信息、人脉等)私自与第三方或项目发布方达成交易。会员在其会员期及自本合同生效之日起三年内通过上海建联或利用上海建联资源达成的任一项目交易合同,均应当依照本合同及上海建联规则及时向上海建联支付信息咨询服务费。会员在上海建联以外与第三方私下达成的任何项目合作,由会员自行承担相应的法律责任。
3.5会员对于其在上海建联获取的交易信息及其他资源,应独立分析、判断并独立作出决策。上海建联的相关咨询建议、策划方案仅供会员参考,不作为决策依据。会员应对其采纳或不采纳上海建联前述建议、方案而做出的决策独立承担相应的风险、后果及责任。
3.6会员应按本合同、上海建联规则及要求,及时足额的缴纳各项费用,包括但不限于会员费、线下或线上活动(含项目推介、产品展示等)费、信息服务费等。但上海建联对会员关于项目合作的后续事宜不承担任何法律责任。
3.7会员应妥善保管其用户名及密码信息,不得以任何形式转让或授权他人使用。会员以用户名和密码登陆平台所进行的任何操作或产生的电子信息记录均为会员行为的有效凭据,并由会员自行承担由此产生的全部责任。未经上海建联事先书面同意,会员不得转让其会员权利和义务。
3.8会员同意,上海建联有权管理、监督会员及其任何活动。会员违反本合同或上海建联规则,或其行为侵犯或可能侵犯上海建联或其他会员合法利益的,上海建联有权基于独立判断对会员采取包括但不限于停止提供服务、限制或冻结平台操作权限、封号、列入黑名单、限制或取消会员资格等措施,或采取诉讼、移交有权机关、要求赔偿等方式维护自身或其他会员的合法权益。
3.9会员同意,上海建联有权不时修改本合同及上海建联的架构、运营模式、运行规则、会员规则等上海建联规则。前述修改以及服务、账户有关信息、通知、告示等,将以平台公告、站内信、电子邮件、手机短信等无线或电子方式发送至会员,发送之日即视为送达;因信息传输等原因导致会员未收到该等通知的,上海建联不承担责任。如会员不同意前述修改、信息、通知等,应停止使用平台服务。会员继续使用平台服务的,视为接受并同意遵守前述修改、信息、通知。
3.10会员同意,基于互联网的特殊性,平台不担保服务不会中断,也不担保服务的及时性和/或安全性。平台因停机维护、供电异常、网络攻击、技术调整、升级等相关状况无法正常运作,使会员无法使用任何平台服务或使用任何平台服务时受到任何影响时,平台对会员或第三方不承担任何责任。
第四条 保密条款
4.1 上海建联及会员均负有保密义务,未经对方书面同意,任何一方不得披露、使用或允许他人使用其所掌握的对方的商业秘密。
4.2 用户在作为上海建联会员期间以及其会员资格因任何原因终止后的两年之内,均应当对通过上海建联平台获悉的任何信息、资料等负有保密义务。
第五条 违约责任
5.1 会员逾期支付任何费用,每逾期一天应按照逾期付款金额的日万分之五向上海建联支付按照违约金,逾期超过30天的,上海建联有权取消其会员资格并要求相应赔偿。
5.2 会员违反本合同或上海建联规则的,上海建联有权采取本合同及上海建联规则中规定的相应措施,并要求该会员赔偿上海建联及受损方会员或第三方的损失,包括但不限于律师费、诉讼费、实现权利的费用等。
第六条 适用法律和争议解决方式
本合同适用中华人民共和国法律。因本合同、上海建联规则、会员服务等有关事宜引起或与此有关的任何争议,应首先协商解决。协商解决不成,有关争议方应向上海建联所在地的人民法院提起诉讼。
第七条 附则
7.1 各方同意,各方将采取电子方式达成本合同。本合同自用户点击确认同意后生效,任一方不得因本合同存在形式及其签署、生效方式等对本合同效力提出质疑。
7.2 本合同有效期(即会员期)为本合同签订之日起壹年,如双方对合同未做终止或更改的,合同顺延,以此类推,但会员未依照规定缴纳会员费的,上海建联将有权终止本合同的履行,取消该会员的会员资格。
7.3本合同由用户与平台共同签订,适用于会员在平台的全部活动。本合同内容包括但不限于合同正文条款及平台已经发布的或将来可能发布的各类规则,所有条款和规则为合同不可分割的一部分,与本合同正文具有同等法律效力。
Shanghai Construction Union Membership Service Contract
This App and the service offered are developed, operated legally, supported and possessed by Shanghai Construction Union Development Co., Ltd.(hereinafter referred to as “SCU”). SCU and this App, including but not limited to SCU offline Platform, mobile phone client and the website other mobile client software, tools, modules etc., developed by SCU, are collectively referred to as “Shanghai Construction Union Platform”(hereinafter referred to as “Platform”, “this Platform” or “Shanghai Construction Union”).
The terms and conditions in the Contract have to be observed and kept by the users who register, sign in and use this Platform (hereinafter referred to as “Users”). The Users must carefully read and thoroughly understand all the terms and conditions in the Contact (including the terms and conditions and documents incorporated as part of this Contract for reference herein) before you are voluntary to be the official member of SCU (hereinafter referred to as “Member”). Once register or use any service via this Platform, the Users declare that they have fully understood and accepted all the terms and conditions in the Contract. The Users have to bear the relevant legal responsibility if there is any adverse legal consequence due to his/her violation of this Contract.
Article1 Membership and Platform Service
1.1 A Member refers to the artificial person or natural person who has the capacity for civil rights and capacity for civil conduct required by the laws, rules and regulations of the People’s Republic of China, who could undertake the legal responsibility independently, and who registers and completes the relevant formalities to be an official Member of SCU in accordance with SCU’s requirements and all SCU’s regulations (hereinafter referred to as “SCU’s Regulations”).
1.2 SCU offers the services including paid information, sharing project resources, matchmaking trading and consulting to members. Members have the rights to use this app and all services and functions provided. Members may upload and obtain information of supply and demand on construction project such as contracting, supply and purchase in accordance with SCU’s Regulations to obtain trading opportunities and relevant resources.
1.3 Members must sign the Project Service Contract with SCU and pay the agreed-on service fees if they get any project or business via SCU.
Article2 Service Fees
2.1 SCU Members must pay membership service fee to SCU in accordance with SCU’s Regulations. Each Member must complete the process of payment in accordance with the rules, the payment standard and the operation requirements published on the Platform. The service fee shall be included in the qualification fee, and is not refundable once paid. SCU Platform reserves the right to set and adjust the service fees unilaterally.
2.2 SCU Members must pay the gap fee between the membership service fee for the current level of membership (hereinafter referred to as “original level of membership”) and the membership service fee for the upgraded level of membership (hereinafter referred to as “upgraded level of membership”) to SCU if apply to upgrade the level of membership during three months after when they become SCU Members (subject to the day that they sign the Contract).SCU Members must pay the membership service fee for the upgraded level in full and the payment for the original level of membership cannot be returned if apply to upgrade the level of membership three months later than when they become SCU Members (subject to the day that they sign the Contract). The upgraded level of membership will be kept for one year, from the day when the payment for the upgraded level of membership has been completed.
Article3 Member’s Obligations
3.1 A member shall provide the true and complete information for registration certification according to SCU’s Regulations, including but not limited to the valid qualification certification (business license, identity card, etc.), intellectual property (trademarks, brands, patents, etc.) letter of authorization, certificate of specific industry qualification.
3.2 A Member must guarantee all the information provided, including but not limited to register information, information of supply and demand of a project and otherwise, is authentic, lawful and valid. Members shall not release any illegal, illicit or false information on this Platform and shall not use the Platform or its membership to engage in any illegal, dishonest, unfair activities. SCU has the right to review all the information provided and published by Members, however, SCU has no responsibility for the authenticity, legality and validity of the information provided and published.
3.3 To encourage the communication on the Platform, each Member must provide at least one operable project for SCU during the membership period. In order to improve the industry framework, Members may develop other Members from the relevant industries. Such new Members must abide by the rules of SCU to cooperate on implementation of allocation of SCU’s projects by Platform Industry President.
3.4 Without SCU’s permission, Members shall not make use of the SCU resources (for instance, information, connections, etc.) to conclude a business with any third party or any project publisher. Members shall guarantee prompt payment of consulting fee in accordance with the Contract and SCU rules, in case the Members conclude a trade contract via SCU or its resources within the membership period and three years since this membership contract taking effect. Any Member who concludes a business without SCU’s permission must bear the responding legal liability.
3.5 Members shall at its own discretion do analysis and make a decision on the transaction information and other resources published on SCU. The relevant suggestions and plan scheme provided by SCU is only for reference, not for decision basis. Members shall undertake the legal responsibility for the consequences and risks resulted from adopting or ignore the aforementioned advices and schemes independently.
3.6 Each Member shall duly pay fees and charges in full, including but not limited to the membership fee, online and offline activities (including project promotion, production exhibition, etc.) cost, information service fee and so on. However, SCU claims not to undertake any legal responsibility for the follow-up issues of project cooperation.
3.7 Members shall safely keep their account and password information. Each account is not transferable and cannot be authorized to others in any forms. Members shall undertake the legal responsibility for their operation records or electronic information records on the Platform with the User name and password, which will be taken as the valid evidence. Without SCU’s written agreement, Members cannot transfer their membership rights and obligation.
3.8 Members agree that SCU reserves the right to manage and supervise all Members and the relevant activities. With the independent judgements, SCU has the right to take measures, including but not limited to stopping service, restricting and freezing Platform operation privileges, banning account, blacklisting, restricting and cancelling the membership and so on, against Members who violate the Contract and SCU’s Regulations and whose actions infringe upon or may infringe upon the legitimate interests of SCU or other Members. In this case, SCU also has right to take legal actions and transfer issues to competent authorities, claim for compensation and so on to safeguard the legitimate rights and interests of SCU and other Members.
3.9 Members agree that SCU reserves the right to make changes to the membership service contract, SCU’s framework, operation mode, operation regulation, membership regulation and so on from time to time. Members shall be notified of the aforementioned changes, service, accounts information, notification, bulletins, etc. via Platform announcement, Platform message, e-mail, SMS and other wireless or electronic methods. The day of delivery of such notice shall be deemed to be served. In case Members do not receive any notification due to the problem of information transmission, SCU shall not bear any responsibility. Members who do not wish to accept changes in the services contract may terminate their membership and stop use the Platform in the manner. Members shall be deemed to have agreed to any modifications, withdrawal, amendment, information and notification, if they continue to use the Platform.
3.10 Members agree that the Platform shall not guarantee that the membership service will not be interrupted nor guarantee the promptness and security of service, on account of the special nature of the Internet. The Platform shall not bear any responsibility for the Members or the third party when Members cannot use the Platform service or use it properly due to function fault of the Platform resulting from downtime maintenance, abnormal power supply, network attack, technical adjustment, program upgrade, etc.
Article4 Privacy and Confidentiality Clauses
4.1 Both SCU and Members have the duty of confidentiality. Neither of the two parties shall disclose, use and provide any commercial secrets for others without the prior written consent of the other party.
4.2 Users shall be obliged to keep confidentiality to all information and data gained via the Platform during the membership period and within two years after the termination of membership for any reasons.
Article5Liability for breach of contract
5.1 Members must pay five ten-thousandths (0.05%) of overdue payment every overdue day as penalty to SCU if they pay late. If overdue payment exceeds 30 days, SCU has the right to terminate their membership and ask for the corresponding compensation.
5.2 SCU has the right to take measurements described in this Contract or SCU’s Regulations and require the Members to pay the loss of SCU and the third party, including but not limited to the attorney fees, the legal cost, if Members violate this Contract or SCU’s Regulations.
Article6Governing Law and Solutions for arguments
This Contract is governed by and construed in accordance with the law of People’s Republic of China. If there is any conflict resulting from this Contract, SCU’s Regulations, the membership service and relevant issues, the first step is negotiation. If negotiation fails, the conflict must be submitted to the local People’s court in the city where SCU is located to resolve any disputes that may arise out of them.
Article7Appendix
7.1 With all agreements of all parties, this Contract will be signed via electronic ways. This Contract will be taken effect after the “agree” butter is clicked by Users. Neither of parties shall challenge the validity of the Contract due to the form of signature and the ways how it comes into force.
7.2 The valid period of the Contract (that is, membership period) is one year since the day that the Contract has been signed. This Contract shall continue to come into force if neither of parties terminate or alter the contract. However, if a Member does not pay membership fee in accordance with rules, SCU shall terminate this Contract and his/her membership.
7.3 This Contract is signed by Users and the Platform together and is applicable to all activities on the Platform. This Contract includes but not limited to the terms mentioned, and the regulations published and perhaps will be published in the future. All terms and regulations are integral parts of this Contract and have the same legal effect as the body of the Contract.