| Welcome to Ecgoods.com E-Commerce Corp.'s Terms of
Service Agreement ("Agreement"). This Agreement describes
the terms and conditions applicable to your use of the Ecgoods.com
web site, which features tools for trading and communicating
in a global business to business e-market (the "Service").
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PLEASE READ THIS AGREEMENT CAREFULLY!
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| THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS ON WHICH
Ecgoods OFFERS YOU ACCESS TO THE SERVICE. |
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Acceptance Of Terms. |
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By accessing our web site past the home page, you agree that
you have entered into this Agreement with Ecgoods.com
E-Commerce Corp. ("Ecgoods") and that you will
be bound by the terms and conditions hereof ("Terms"),
which Ecgoods in its discretion may change from time
to time. We will post a notice on our web site to inform you
of any changes to the Terms. If you do not agree to the changes,
you must discontinue using the Service. The changed Terms
shall automatically be effective immediately after they are
initially posted on the homepage of our site. Your continued
use of the Service will signify your acceptance of the changed
Terms. Unless explicitly stated otherwise, any new features
that augment or enhance the Service shall be subject to this
Agreement. This Agreement may not be otherwise modified except
in a writing signed by an authorized officer of Ecgoods.
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Who Can Use Ecgoods. |
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The Service is only available to individuals or companies
who can form legally binding contracts under applicable law.
Thus, you must be at least 18 years of age to use our services.
If you do not qualify, please do not use the Service. Ecgoods
may, in its sole discretion, refuse the Service to anyone
at any time. The Service is not available to temporarily or
indefinitely suspended Ecgoods members.
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Fees |
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Joining Ecgoods and the use of the Service is free!
We reserve the right to charge fees for the Service upon notice
to you pursuant to paragraph 1. You are responsible for paying
all applicable taxes and duties and for all hardware, software,
service and other costs you incur to trade, procure a listing
from us, or access our servers. We reserve the right to change
or discontinue, temporarily or permanently, some or all of
the Service at any time without notice.
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Ecgoods Is Only A Venue For Trading |
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Our site acts as the venue for users to locate people to
trade with, to negotiate the exchange of goods and services
and to obtain various trade-related services. However, we
have no control over the quality, safety or legality of the
items being traded, the truth or accuracy of the item listings,
the ability of traders to fulfill their obligations in a trade
agreement. We cannot and do not control whether or not traders
will complete their part of a trade. In addition, note that
there are risks of dealing with foreign nationals, underage
persons or people acting under false pretense.
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Your Information And Items For Trade |
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"Your Information" includes any information data,
text, software, music, sound, photographs, graphics, video,
messages or other materials you provide to us or other users
during the registration, trading or listing processes, in
any public message area or through any email feature. With
respect to Your Information, you are solely responsible for
Your Information, and we act as a passive conduit for your
online distribution and publication of Your Information. We
may take any action, however, with respect to Your Information
we deem necessary or appropriate in our sole discretion if
we believe it may create liability for us or may cause us
to lose (in whole or in part) the services of our ISPs or
other suppliers. You hereby warrant that you have all rights,
including all copyrights, necessary to submit Your Information
to Ecgoods. You acknowledge that Ecgoods does not
take any responsibility to determine what information that
is submitted to us is protected, nor will we be responsible
for the use of Your Information by other users of the Service.
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| 5.1 Registration Obligations
If you register with us, you agree to: (a) provide true,
accurate, current and complete information about yourself
or company as prompted by the member information form, and
(b) maintain and promptly update the member information to
keep it true, accurate, current and complete. If you provide
any information that is untrue, inaccurate, not current or
incomplete, or Ecgoods has reasonable grounds to suspect
that such information is untrue, inaccurate, not current or
incomplete, Ecgoods has the right to suspend or terminate
your registration and refuse any and all current or future
use of the Service (or any portion thereof). If you have registered
with us on behalf of a company or other entity, then you represent
and warrant that you have the authority to bind such company
or other entity to the Terms.
5.2 Member ID, Password and Security
During the registration process, you will select a Member
ID and Password. You are solely responsible for maintaining
the confidentiality of your Member ID and Password, and for
all activities that occur under your Member ID and password.
You agree to (a) immediately notify Ecgoods of any unauthorized
use of your Member ID or Password or any other breach of security,
and (b) ensure that you properly exit the web site at the
end of each session. Ecgoods cannot and will not be liable
for any loss or damage arising from your failure to comply
with this paragraph.
5.3 Rules About Your Information
You agree that Your Information and the items you offer for
trade on Ecgoods:
a. will not be fraudulent or involve the sale of counterfeit
or stolen items;
b. will not infringe any third party's copyright, patent,
trademark, trade secret or other proprietary rights or rights
of publicity or privacy (See our Copyright Policy for more
information);
c. will not violate any law, statute, ordinance or regulation
(including without limitation those governing export control,
trade quotas, consumer protection, unfair competition, anti-discrimination
or false advertising);
d. will not be defamatory, trade libelous, unlawfully threatening
or unlawfully harassing;
e. will not be obscene or contain child pornography;
f. will not contain any viruses, Trojan horses, worms, time
bombs or other computer programming routines that are intended
to damage, detrimentally interfere with, surreptitiously intercept
or expropriate any system, data or personal information;
g. will not link directly or indirectly to or include descriptions
of goods or services that: (i) are prohibited under this Agreement;
or (ii) you do not have a right to link to or include. You
also agree not to use the Service (h) in connection with chain
letters, junk e-mail, spamming or any duplicative or unsolicited
messages, (i) to collect e-mail addresses and other information
about others without their consent or (j) to create false
e-mail addresses or otherwise attempt to mislead others as
to the identity of the sender or the origin of a message.
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The License You Grant To Us |
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You grant to us the non-exclusive, worldwide, perpetual,
royalty-free right (with the right to sublicense through multiple
tiers) to use, reproduce, modify, adapt, publish, translate,
create derivative works from, distribute, perform and display
(in whole or in part) Your Information, and/or to incorporate
Your Information in other works in any form, media, or technology
now known or later developed.
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Privacy |
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Notwithstanding the license in paragraph 6, Ecgoods
will only use Your Information in accordance with our Privacy
Statement. The complete terms of our Privacy Statement are
part of this Agreement so you should read it. Please note
that when you voluntarily disclose Your Information in Ecgoods's
trading areas, that information can be collected and used
by others.
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The Trading Process |
| 8.1 Listing An Item
Listings are text descriptions, graphics and/or pictures
on Ecgoods's web site supplied by you that either: (a)
describe an item you have that you want to trade, or (b) describe
an item you are looking for. You may post either or both of
these listing types of listings on Ecgoods's site, provided
that you place such listings in an appropriate category. Ecgoods
is not responsible for the accuracy or content of listings
(including any translations thereof).
8.2 Negotiating A Trade
Traders on Ecgoods negotiate with each other through
the process of formulating offers and counteroffers. Acceptance
of an offer or counteroffer by all parties constitutes an
obligation for Ecgoods users involved to complete the
transaction. Acceptances and Offers are not retractable except
in exceptional circumstances such as a user materially changing
the description of the item after your offer was made or clear
typographical errors, or when you can not authenticate the
identity of a user involved in the trade. Ecgoods is
not responsible for the accuracy of, or any error or omission
in, any information contained in any Request for Quote, Purchase
Order, Quote or other online document that is part of the
"My Trade Activity" feature.
8.3 Handling Trading Disputes
We do not and cannot be involved in dealings between traders.
In the event that you have a dispute with one or more users
or third-party service providers whose services you obtain
through our web site, you release Ecgoods (and our agents
and employees) from any claims, demands and damages (actual
and consequential) of every kind and nature arising out of
or in any way connected with such disputes. If you are a California
resident, you waive California Civil Code _1542, which says:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at
the time of executing the release, which if known by him must
have materially affected his settlement with the debtor."
8.4 Use Common Sense
We cannot nor do we try to control the information provided
by other users which is made available through the Service.
By its very nature, other people's information may be offensive,
harmful or inaccurate, and in some cases will be mislabeled
or deceptively labeled. We expect that you will use caution
and common sense when using our site.
8.5 Quick Sample
If you use the Quick Sample feature on our website as a buyer
or seller, you agree to abide by the Quick Sample Buyer Guidelines
and the Quick Sample Seller Guidelines, both of which are
incorporated into and form a part of these Terms. In addition
to the release that you (as seller or buyer) provide under
Section 8.3 above, you release Ecgoods (and our agents
and employees) from any claims, demands, and damages (actual
and consequential) of every kind and nature arising out of
or in any way connected with any order for samples that we
process for you, including any failure for whatever reason
to complete any orders, any failure for whatever reason to
deliver any samples ordered, and any defects in or problems
with any samples delivered. We reserve the right, at any time
and in our sole discretion, to suspend or terminate your Ecgoods
membership if you fail to use Quick Sample in accordance with
these Terms or for any reason.
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The Trading System |
| 9.1 No Trade Manipulation
You agree to not use a shill (a secondary account or third
party) to manipulate the outcome of a negotiation with another
trader.
9.2 System Integrity
You agree that you will not use any device, software or routine
to interfere or attempt to interfere with the proper working
of the Ecgoods.com site or any trade being conducted
on our site. You may not take any action which imposes an
unreasonable or disproportionately large load on our infrastructure.
You may not disclose or share your password to any third parties
or use your password for any unauthorized purpose.
9.3 Feedback
You may not take any actions which may undermine the integrity
of the feedback system (e.g., "Member Tag"), such
as: leaving positive feedback for yourself using secondary
Member IDs or third parties; leaving negative feedback for
other users using secondary member IDs or third parties (feedback
bombing); or leaving negative feedback if a user fails to
perform some action that is outside the scope of the trade
(feedback extortion).
9.4 No Commercial Exploitation
You agree that you may not commercially exploit any information,
including but not limited to, copying (through robot, spider,
any other automatic device or manual process) any information
displayed, on the Ecgoods web site without prior written
authorization from an authorized officer of Ecgoods.
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Termination |
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You agree that Ecgoods, in its sole discretion, may
terminate your password, account (or any part thereof) or
use of the Service, and remove and discard Your Information
within the Service, for any reason, including without limitation,
if Ecgoods believes that you have violated or acted inconsistently
with the letter and spirit of the Agreement. Ecgoods
may also, in its sole discretion and at any time, discontinue
providing the Service, or any part thereof, with or without
notice. You agree that any termination of your access to the
Service under any provision of this Agreement may be effected
without prior notice, and acknowledge and agree that Ecgoods
may immediately deactivate or delete your account and all
related information and files in your account and/or bar any
further access to such files or the Service. Further, you
agree that Ecgoods shall not be liable to you or any
third party for any termination of your access to the Service.
Paragraphs 12, 13, 14, and 22 shall survive any termination
of this Agreement.
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What Happens if You Break the Rules |
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Without limiting other remedies, we may immediately issue
a warning, temporarily suspend, indefinitely suspend or terminate
your membership, any of your current listings, and any other
information you place on the site if (i) you breach this Agreement,
(ii) we are unable to verify or authenticate any information
you provide to us or (iii) we believe that your actions may
cause legal liability for you, our users, third-party service
providers whose services are provided through our web site
or us. Without limiting any other remedies, Ecgoods may
suspend or terminate your account if you are found (by conviction,
settlement, insurance or escrow investigation, or otherwise)
to have engaged in fraudulent activity in connection with
our site.
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The Service is Provided "As Is" |
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We will try very hard to make your experience with Ecgoods
enjoyable. Unfortunately, we cannot always foresee or anticipate
technical or other difficulties. These difficulties may result
in loss of data or other service interruptions. For this reason,
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE
IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS. Ecgoods
EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Ecgoods MAKES NO WARRANTY THAT: (i) THE SERVICE WILL
MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERUPTED,
TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY
BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR
RELIABLE; AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICES,
INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. ANY MATERIAL
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE
IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS
OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM Ecgoods OR THROUGH OR FROM THE SERVICE SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
12.1 Any Samples Ordered through Sample House Are "As Is."
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ANY SAMPLES ORDERED
AND DELIVERED ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS, AND YOU AGREE THAT YOU USE THOSE SAMPLES
AT YOUR OWN RISK. Ecgoods EXPRESSLY DISCLAIMS ANY AND
ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH
RESPECT TO ANY SUCH SAMPLES.
12.2 Note
Some jurisdictions do not allow the disclaimer of implied
warranties, so the foregoing disclaimers may not apply to
you. This warranty gives you specific legal rights and you
may also have other legal rights which vary from jurisdiction
to jurisdiction.
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Limit of Liability. |
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YOU EXPRESSLY UNDERSTAND AND AGREE THAT Ecgoods SHALL
NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED
TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES (EVEN IF Ecgoods HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE
USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM
ANY GOODS, SAMPLES, DATA, INFORMATION OR SERVICES PURCHASES
OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO
THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO
OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS
OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER
MATTER RELATING TO THE SERVICE HOWEVER ARISING, INCLUDING
NEGLIGENCE.
Note: Some jurisdictions do not allow the limitation of liability,
so the foregoing limitation may not apply to you.
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Indemnity |
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You agree to indemnify and hold Ecgoods and our subsidiaries,
affiliates, officers, directors, agents, and employees, harmless
from any claim or demand (including reasonable legal expenses
and the expenses of other professionals) made by a third party
due to or arising out of your breach of this Agreement or
the documents it incorporates by reference, or your violation
of any law or the rights of a third party.
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Compliance With Laws |
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You shall comply with all applicable laws, statutes, ordinances
and regulations regarding your use of the Service and your
bidding on, listing, purchase and sale of items, including,
but not limited to, complying with all applicable laws regarding
the transmission of technical data exported from any applicable
country.
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No Agency |
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You and Ecgoods are independent contractors, and no
agency, partnership, joint venture, employee-employer or franchisor-franchisee
relationship is intended or created by this Agreement.
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Advertising & Financial Services |
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Your correspondence or business dealings with, or participation
in promotions of, advertisers found on or through the Service,
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. You agree that Ecgoods 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 Service. If you intend
to create or join any service, receive or request any news
messages, alerts or other information from the Service concerning
companies, stock quotes, investments or securities, please
be advised Ecgoods shall not be responsible nor liable
for the accuracy, usefulness or availability of any such information
transmitted via the Service, and shall not be responsible
nor liable for any trading or investment decisions made based
on such information.
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Links |
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The Service may provide, or third parties may provide, links
to other World Wide Web sites or resources. Because Ecgoods
has no control over such sites and resources, you acknowledge
and agree that Ecgoods is not responsible for the availability
of such external sites or resources, and does not endorse
and is not responsible or liable for any content, advertising,
products, or other materials on or available from such sites
or resources. You further acknowledge and agree that Ecgoods
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.
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Notices |
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Except as explicitly stated otherwise, any notices shall
be given by email to Ecgoods@Ecgoods-inc.com (in
the case of Ecgoods) or to the email address you provide
to Ecgoods during the registration process (in your case),
or such other address as the party shall specify. Notice shall
be deemed given twenty-four (24) hours after email is sent,
unless the sending party is notified that the email address
is invalid. Alternatively, we may give you notice by certified
mail, postage prepaid and return receipt requested, to the
address provided to Ecgoods during the registration process.
In such case, notice shall be deemed given three (3) days
after the date of mailing.
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Force Majeure |
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Ecgoods shall not be liable to you for delays or failures
in performance resulting from causes beyond our reasonable
control, including, but not limited to, acts of God, labor
disputes or disturbances, material shortages or rationing,
riots, acts of war, governmental regulations, communication
or utility failures, or casualties.
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Assignment |
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Ecgoods may assign this Agreement.
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Miscellaneous |
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The Agreement constitutes the entire Agreement between you
and Ecgoods and governs your use of the Service, superseding
any prior written or oral Agreements between you and Ecgoods.
The Agreement shall be governed in all respects by the laws
of the State of California without regard to its conflict
of law provisions. If any provision of this Agreement is held
to be invalid or unenforceable, such provision shall be struck
and the remaining provisions shall be enforced. Headings are
for reference purposes only and in no way define, limit, construe
or describe the scope or extent of such section. Our failure
to act with respect to a breach by you or others does not
waive our right to act with respect to subsequent or similar
breaches.
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Arbitration |
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Any controversy or claim arising out of or relating to this
Agreement or our services shall be settled by binding arbitration
in accordance with the commercial arbitration rules of the
American Arbitration Association. Any such controversy or
claim shall be arbitrated on an individual basis, and shall
not be consolidated in any arbitration with any claim or controversy
of any other party. The arbitration shall be conducted in
San Jose, California, and judgment on the arbitration award
may be entered into any court having jurisdiction thereof.
Either you or Ecgoods may seek any interim or preliminary
relief from a court of competent jurisdiction in San Jose,
California necessary to protect the rights or property of
you or Ecgoods pending the completion of arbitration.
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More about Us. The services hereunder are offered
by Ecgoods.com. For more information, please email us
at Service@Ecgoods.com.
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