These terms of use (“Terms”) are applied to the users (“you” or “your”) who visit and use websites of www.chinamerger.com (“Chinamerger”) and www.morningwhistle.com (“Morningwhistle”, together with “Chinamerger”, collectively, the “Site”) operated by Morning Whistle Management Consulting Shanghai Co., ltd.
Access to and use of the Site is subject to the following terms, so please read these Terms carefully. By completing registration or proceeding beyond the homepage you agree to be bound by such Terms, as well as the operating rules and special terms which are issued by Morningwhistle from time to time, especially those terms of limiting your rights or exempting the responsibility of Morningwhistle. If you do not agree, do not use the Site.
Morningwhistle may revise these terms, operating rules or special terms without notice to you. All revisions will be posted on the Site, and you shall frequently check the Site and review them from time to time to insure your right use of the Site. Your continued use of the Site will be regarded as your acceptance of these Terms as amended. To the maximum extent permitted by law, Morningwhistle reserves the right to interpret these Terms, operating rules or special terms.

1.Registration and Identity Verification
1.1 You warrant to us that you have full capacity for civil rights and civil conduct, or unless otherwise you shall use the services provided by the Site (“Services”) on the condition of your statutory agent’s consent after registration through him or her.
1.2 You warrant to us that the provided information applied to your registration and identity verification on the Site shall be true, accurate, complete and duly authorized without any false or serious misleading statement. If any information you provided changes, you shall update it timely. If the provided information is inaccurate, unreal, invalid, or belonging to others, Morningwhistle reserves the right to terminate your use of the Services in its sole discretion.
1.3 To access to some special services, you have to complete prerequisite identity verification.

2. Use of Services
2.1 You warrant to us that you have obtained all rights and authorizations that are necessary to comply with these Terms. You can only use the Site and the Services in accordance with these Terms and must comply with all applicable local, state, national and international laws and regulations that relate to your use of the Services.
2.2 Upon registration on the Site, you are licensed to use the account. Without the permission of Morningwhistle, you cannot give, lent, lease, transfer or sale to another user or entity. You shall be responsible for all activity that occurs under your registered account.
2.3 You shall keep the account details and password confidential. Any identity or password theft due to your improper care is your own responsibility. You agree that you will not use account or password of any other user without due authorization. Any impersonation by others may be reported to Morningwhistle immediately.
2.4 Services are classified as free Services and fee Services, which can be adjusted by Morningwhistle according to the actual condition. Morningwhistle will publish the adjustment of fee Services and payment terms. Your subscription for any fee Services indicates that you agree to abide by these terms. You can use fee Services once you make the payment for them through payment instruments provided by the Site. You agree that all purchases are non-refundable. If the fee Services you have subscribed cannot be provided in some cases, Morningwhistle has the right to extend the term of your subscription or provide you other alternatives.
2.5 For the use of the Services, you might also need additional equipments or devices (such as personal computers, mobile phones or other internet-enabled devices). Those fees are in addition to any fees you pay us for the Services and we will not reimburse you for such fees.
2.6 By agreeing to these Terms, you are agreeing that, when using the Services, you will follow these rules:
2.6.1 Do not send spam or other repetitive or unsolicited messages in violation of applicable laws;
2.6.2 Do not end or store infringing, obscene, threatening, libelous, or other unlawful material or information;
2.6.3 Do not send or store material containing software viruses, worms, Trojan horses or other harmful computer codes, files, scripts, agents or programs;
2.6.4 Do not interfere with or disrupt the Site or the data contained therein;
2.6.5 Do not attempt to gain unauthorized access to the Services or its related systems or networks, monitor and/or copy any portion of the Site through any automated means, including use of agents, robots, spiders, scripts or web crawlers;
2.6.6 Do not engage in other activities that interfere with or disrupt the normal operation of the Site, other users’ enjoyment of the or damage Morningwhistle’s business interests.
2.7 You shall only use the Site, the Services, and any content for your own benefit. You shall not authorize, license, transfer or reveal the content of the Services to any third party without prior written consent of Morningwhistle, including but not limited to data broker or advertisement publisher. Any violation of foregoing actions may be grounds for suspension or termination of your access to the Site according to the severity of your breaching and reserve the right to report potentially criminal activity to appropriate law enforcement agencies.
2.8 All statements, notifications, warnings regarding the use of specified services issued by Morningwhistle, including but not limited to web notices, e-mails, messages, are deemed as part of these Terms. Using such services indicates your agreement and acceptance to be bound by the statements, notifications or warnings and if any of the content thereof conflicts with these Terms, the former shall prevail for your use of such services of the Site.
2.9 You shall use the Services according to the Terms in proper and duly manner. Morningwhistle is granted to review the information you published without any notice. When investigating alleged violations of these Terms, Morningwhistle has the right to remove the information you published, further on, it may take measures including but not limited to warning, suspending or closing your accounts. You may appeal to Morningwhistle for the suspension of your accounts and if it is proved to be wrongly operated or you have taken measures to correct such violation, Morningwhistle will cancel such suspending or closing.
2.10 You understand and agree that you shall indemnify and hold harmless Morningwhistle and its managers, directors, shareholders, agents, partners and affiliates against all actions, proceedings, costs (including legal costs incurred by Morningwhistle in defending such actions, claims or proceedings) arising out of or in connection with your use of the Services.

3. Users’ Information and Traces
3.1 You agree not to post any information of registration, identity verification, business for sale (“Listing”), financial status, contacts, commentaries or any of kind (collectively referred to as “User’s Information”) on the Site unless you receive all necessary rights and authorizations to publish the forgoing information on the Site and you warrant to us that User’s Information you provided shall be accurate and truthful.
3.2 In addition to Users’ Information, for provision of Services, the Site will automatically receive users’ access data (the “User’s Traces”).
3.3 Upon publishing your User’s Information on the Site, you still own them and are entitled to use it in your sole discretion.
3.4 Any leaking of the User’s Information, especially information of your account name and the password may be reported to Morningwhistle promptly so that we may take corresponding measures.
3.5 Your display or publishing of any content on the Site through the Services is deemed to permit Morningwhistle to display, reproduce and transmit such content legally by means of use, revision, distribution, renting out, publishing on the Internet, translation, adaptation, compiling a work, etc. Without such permission, Morningwhistle may not be able to provide you with the Services. For example, Morningwhistle needs to digitize the content you submit, or set up the content format by other means to meet technical requirements. Such permission shall be non-exclusive (you have the right to license any third party to use this content), free (Morningwhistle do not need to pay any fees to you for using this content), sub-licensable (Morningwhistle can offer the Services through its affiliates, subcontractors, or other Internet content providers) and worldwide (the Services can be transmitted via the Internet all over the world).
3.6 Morningwhistle has no ability and obligation to provide you with unlimited and indefinite data storage service. In its sole discretion, Morningwhistle may decide the period and space for your data storage on the servers of the Site. You are allowed to back up your data from the Site as necessary.
3.7 If you don’t sign in during three months, Morningwhistle will assume your account is inactive and will close it for you. In that case, all your information may be permanently deleted and Morningwhistle has no obligation to retrieve them.

4. Privacy Policies
Morningwhistle recognises that your privacy is important and is committed to protecting your personal information. Any personal information sent to the Site is subject to Morningwhistle’s Privacy Statement. For further information on Privacy Statement please navigate to the Privacy link contained on the Site.

5. Intellectual Property
5.1 The trade marks, logos, characters and service marks displayed on the Site (“Morning Whistle Logos”) belong to Morningwhistle. You agree not to display or use Morning Whistle Logos, or indicate that you have the right to display or use Morning Whistle Logos without the prior written consent from Morningwhistle.
5.2 Any content in the Site, including but not limited to text, data, video, audio, picture, graphic, trademark, logo, visible interface, software compilation, relevant source code and software (including applet and script) belongs to Morningwhistle or has been licensed to Morningwhistle for use and shall be protected by any applicable law. You agree that no reproduction of any part of the Site may be sold or distributed for commercial gain nor can it be modified or incorporated in any other work, publication or website without the consent of the Site or the holder of the related right.
5.3 Intellectual property in these Terms refers to the existed and going to be created intellectual property, regardless of the region, or registration status (including any application for registration). It includes the existing or future copyright, database rights, patent, patent application, patent rights, design rights, trademarks, trademark application, trademark registration, trademark rights, commercial secret and all other proprietary information and intellectual property rights, and the modification, renewal and extension of the foregoing rights. It also includes any tort claims, losses, costs, expenses, profits, fines, compensations and other rights derived from the foregoing rights endowed with laws of any countries and regions.

6.Force Majeure
6.1 You understand and acknowledge that there may be force majeure factors (including external events that are unforeseeable, unavoidable, cannot be overcome and cause significant impact on one or both parties, including but not limited to natural disasters, such as flood, earthquake, plague and storm, and social events, such as war, unrest, government action, etc.) resulting in interruption of the Services. Morningwhistle will endeavor to cooperate with relevant parties in the first place to against it and restore the Services. Morningwhistle and its partners shall not be responsible for compensating you or any third party to the extent permitted by applicable law.

7. Limitation of Liabilities
7.1 The Site is provided to you on an "As Is" and "As Available" basis. To the maximum extent permitted by law, Morningwhistle gives no warranties of any kind, whether express, implied, statutory or otherwise (including the implied warranties of merchantability and fitness for a particular purpose) including warranties or representations that the Site or any data, information, advice, opinion, or service provided, obtained or generated by or through the Site will be complete, accurate, reliable, timely, or non-infringing to third parties; that access to the Site will be un-interrupted or error-free; that the Site will be secure; and any representations or warranties thereto are expressly disclaimed. You assume total responsibility for your use of the site and any linked sites.
7.2 The above disclaimer applies to any damages, liabilities or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
7.3 Any content that the Site provides is only for your reference and it shall not be regarded as investment advice or operational guidance. Before acting on such content, you should consider its appropriateness to your circumstances or consult appropriate professionals.
7.4 You understand and agree that, unless agreed in the special terms, Morningwhistle reserves the right to operate as follow by serving notices at any time:
7.4.1 To modify, suspend or terminate operation of or access to the Site, or any portion of the Site for any reason;
7.4.2 To modify or change the Site, or any portion of the Site and any applicable policies or terms;
7.4.3 To interrupt the operation of the Site or any portion, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
7.5 Morningwhistle has the right but not an obligation or a commitment to dispose illegal or default content of the Site in accordance with applicable law and these Terms, and Morningwhistle cannot guarantee to capture or dispose them in time.
7.6 Morningwhistle does not accept liability or any responsibility whatsoever for any direct, incidental, consequential, indirect or punitive damages, costs, losses or liabilities whatsoever (including loss of profits, revenue or goodwill) arising out of your access to, use of or inability to use or access the Site and Services (even if Morningwhistle has been notified the possibility of such damage).
Whatsoever reason or cause, the aggregate liability of Morningwhistle to you shall not exceed the Services fees (if any) that you have paid in the past twelve months in disregard of otherwise stipulated in these Terms. Applicable law may not allow the limitation or exclusion of liability, so the above limitation or exclusion may not apply to you. In such case, Morningwhistle’s liability will be limited to the fullest extent permitted by applicable law.

8. Notice and Delivery
8.1 You understand and agree that all kinds of notices on the Site can be delivered to you through web announcement, system notification, notice from official management account (public or private), email or regular mail. When such notices are released is regarded as the time you have received them. All received notices shall be delivered through mail address, fax, email and other contact information on the Site.

9. Governing Law and Jurisdiction
9.1 These Terms are governed by and construed in accordance with the laws in force in People’s Republic of China, excluding the principles of conflict of laws thereof that would cause the laws of another jurisdiction to apply. Any dispute under these Terms shall be submitted to Shanghai International Economic and Trade Arbitration Commission (“SHIAC”) for arbitration in Shanghai in accordance with the arbitration rules of SHIAC being in force for that time. The decision of SHIAC shall be final and binding upon the parties.

10. Miscellaneous
10.1 The fact that we fail to do, or delay in doing, something we are entitled to do under these Terms does not amount to be a waiver of any provision of these Terms or a continuing waiver of the same provision or a similar provision in the future, nor shall this in any way affect the validity of the whole or any part of these Terms.
10.2 You may not assign, transfer or sub-license any rights or obligations granted under these Terms. Morningwhistle may transfer or assign all or any of its rights or its obligations under these Terms.
10.3 If any court of competent jurisdiction finds any provision of these Terms to be void or unenforceable for any reason, that provision will be ineffective to the extent of the court’s finding without affecting the validity and enforceability of any remaining provisions.