1. Binding Contract
You affirm that you are at least eighteen (18) years old or of legal age of consent and are fully able and competent to enter into and abide by and comply with the Terms.
If you access or use the Sites or Services or register with TradeBeyond on behalf of a company, entity, or employer (such company, entity or employer referred to herein as “Company”), then (a) “you” includes you and Company, and (b) you represent and warrant that you are an authorized representative of Company with the authority to bind Company to the Terms, and that you agree to the Terms on Company’s behalf.
TradeBeyond may amend any Terms at any time by posting the relevant amended and restated Terms on the Sites. Any amended and restated Terms will not apply retroactively and will not apply to disputes or events occurring before such updated Terms are published. You are responsible for reviewing these Terms on a regular basis. By continuing to access or use the Services or the Sites, you agree that the amended and restated Terms will apply to you. The Terms may not otherwise be modified except in writing by an authorized officer of TradeBeyond. If you are dissatisfied with the Terms, your sole and exclusive remedy is to discontinue using the Services and Sites and to close your account.
2. Provision of Services
TradeBeyond may in our discretion provide different levels of access to and use of any Services (including any features therein) with respect to different Users. You must register as a Member (defined below) in order to access and use most Services. Some Services may be provided without charge (“Free Services”), others for a fee (“Premium Services”). Provision of any Premium Services is also subject to your timely payment of the applicable prices, fees and taxes, and your adherence to payment policies and procedures that TradeBeyond may post or provide. Services may vary for different regions and countries. No warranty or representation is given that any particular Services will be available or the same for all Users. Further, TradeBeyond may change, suspend, or discontinue any of our Services, and may add or modify fees prospectively. To the extent allowed under law, these changes may be effective upon notice provided to you.
As a Member, you agree to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for TradeBeyond’s provision of the Services, its evaluation of whether you have breached the Terms, and/or its handling of any complaint against you. If your failure to do so results in a delay in, or suspension or termination of, the provision of any Services, TradeBeyond shall not be obliged to extend the applicable service period nor be liable for any loss or damages arising out of or in connection with such delay, suspension or termination.
3. Member Accounts
You must be registered to access or use some Services (a registered User is also referred to as a “Member” herein). Members are account holders and will be assigned a Member ID and password. You as a Member agree to: (a) choose a strong and secure password; (b) keep your password secure and confidential; (c) not share, transfer, or permit others to use any part of your account (even other individuals in your Company); and (d) use only one Member account. You as a Member are responsible for anything that happens through your account, whether authorized by you or not, and agree to notify TradeBeyond immediately if you become aware of any unauthorized use of your password or account or any other breach of security of your account.
To register as a Member, you will be required to provide and maintain information about your business, products/services, and (if applicable) your Company, including the address of such Company’s principal place of business. You represent, warrant and agree that (a) such information whether submitted during registration or thereafter is true, accurate, current and complete, and (b) you will maintain and promptly amend all information to keep it true, accurate, current and complete
4. User Content
The Services are intended to facilitate the exchange of information among Members. Thus, the information, content and material that you submit, post, or display on the Sites or otherwise provide to TradeBeyond or its representative(s) (“User Content”) may be seen by other Members, Users or others, depending on the Services accessed or used, and the settings or options you select (e.g., product requirements or requests from buyers to certain suppliers, or product information from suppliers to certain buyers).
To the extent permitted under applicable laws, and except as limited in this paragraph, you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to TradeBeyond to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to TradeBeyond, the operation of the Sites, the provision of any Services and/or the business of the User. Furthermore, by submitting suggestions or other feedback regarding our Services, you agree that we can use and share such feedback for any purpose without compensation to you. You can limit the scope of the license for specific User Content by choosing applicable settings and options within the Services or deleting such User Content from the Services, or generally by closing your Member account, except (a) to the extent you shared it with others as part of the Services and they copied, stored or otherwise used it, and (b) for the reasonable time it takes to remove from backup and other systems. While we may edit and make format changes to your User Content (such as translating it, modifying the size, layout or file type or removing metadata), we will not substantively modify its meaning.
The Services are not a storage service. You acknowledge and agree that you are responsible for your User Content, including maintaining any backup information or copies.
You represent, warrant and agree that:
• you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding the User Content;
• User Content does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”);
• you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights; and
• you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
You also represent, warrant and agree that the User Content shall:
• be true, accurate, complete and lawful;
• not be false, misleading or deceptive;
• not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
• not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• not violate the Terms or any applicable related contracts;
• not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations; and
• not contain any link directly or indirectly to any other websites which
includes any content that may violate the Terms.
TradeBeyond reserves the right, but shall not be obligated, to monitor, review, remove, modify or reject any User Content or content or information from other Users that we reasonably believe is unlawful, violates the Terms, could subject TradeBeyond or our affiliates to liability, or is otherwise found inappropriate in TradeBeyond’s sole discretion. Nonetheless, by using the Services, you may encounter content or information from other Users that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. TradeBeyond does not endorse, verify or otherwise certify, and is not responsible for the content or information made by any User.
5. Your Use of the Sites and Services
You represent, warrant and agree that in connection with your activities on the Sites and with the Services you will act in compliance with any applicable laws and regulations and you will not:
• use the Services or Sites to defraud any person or entity (including the sale of stolen items or use of stolen credit/debit cards);
• impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
• engage in spamming, “chain letters,” “pyramid schemes”, advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate generally-accepted advertising or marketing industry guidelines;
• engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;
• copy, reproduce, exploit or expropriate TradeBeyond’s various proprietary directories, databases and listings;
• copy, reproduce, download, compile or otherwise use any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Sites (excluding your User Content) (collectively, the “Site Content”) for the purposes of operating a business that competes with TradeBeyond;
• use any robot, spider, other automatic device, or manual process to monitor, copy, or “scrape” any of the Sites, Services, or Site Content;
• disseminate any computer viruses or other destructive devices and codes designed to damage, interfere with, intercept or expropriate any software or hardware system, data or personal information;
• reverse engineer, decompile, or disassemble any of the underlying software for the Services and nor attempt to do so;
• be involved in any scheme to undermine the integrity of the data, systems or networks used by TradeBeyond and/or any User or gain unauthorized access to such data, systems or networks;
• be involved in any action which may undermine the integrity of TradeBeyond’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User;
• include or provide personal or identifying information about another person without that person’s explicit consent;
• and are not (including your director(s), officer(s), controlling party/ies, affiliates) persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities in any legal jurisdiction in which any of the foregoing persons or entities is organized or has operations;
• use the Sites or Services for individual consumers or for personal use, but only by businesses and their representatives for business use;
• act in bad faith with any other User or Member or materially fail to perform your obligations in any transactions that may result from use of the Services;
• authorize or encourage any third party to facilitate any of the conduct prohibited in the Terms; and
• engage in any activities that would otherwise create any liability for TradeBeyond.
We cannot always prevent misuse of our Services, and you agree that we are not responsible for any such misuse.
6. Breaches and Enforcement of Terms
TradeBeyond reserves the right and has absolute discretion to enforce the Terms. If you breach or if we reasonably believe you are in breach of the Terms, we may take such disciplinary actions as we deem appropriate, including: (i) suspending or terminating your account; (ii) restricting or otherwise limiting, suspending or terminating your access to and use of the Sites and Services; and (iii) removing User Content. Without limitation, we also reserve the right to report any activity (including disclosing of appropriate data) that we suspect may violate any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. We also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct. TradeBeyond shall not be liable for damages or results arising from, and you agree not to bring any action or claim against TradeBeyond for, such disciplinary actions, reporting, disclosure, and cooperation.
7. Transactions Between Members
The Services facilitate the exchanging of information, including User Content, between and among Members (e.g. between buyers and suppliers of products and services), and such exchanges may lead to transactions between Members. However, TradeBeyond does not represent any Member in specific transactions. TradeBeyond does not control and is not liable or responsible for the information so exchanged, the quality, safety, lawfulness or availability of the products or services offered via the Services, the ability of any Member to complete a sale or purchase, the legality of any such transaction, or the performance of or breach by any Member of any transaction or of any related legal agreement between Members. You assume all risks of any transactions with other Members.
You are aware that there may be risks of dealing with people acting under false pretenses. TradeBeyond uses several techniques to verify the accuracy of certain information our Users provide us when they register to become a Member. However, because user verification on the Internet is difficult, TradeBeyond cannot and does not confirm each User’s (including Members) purported identity. We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
8. Limitation of Liability
THE SERVICES AND SITES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TRADEBEYOND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED. YOU EXPRESSLY ACKNOWLEDGE THAT THE SITES AND SERVICES ARE COMPUTER NETWORK-BASED, WHICH MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES.
TRADEBEYOND MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY CONTENT OR INFORMATION ON OR THROUGH THE SITES OR SERVICES, INCLUDING SITE CONTENT. TRADEBEYOND DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES OR VIA THE SERVICES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND TRADEBEYOND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES OR VIA THE SERVICES.
UNDER NO CIRCUMSTANCES SHALL TRADEBEYOND, ITS AFFILIATES, AND EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “TRADEBEYOND PARTIES”) BE LIABLE TO YOU OR TO ANY OTHER ENTITY OR THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR COVER DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, SERVICE INTERRUPTION, DEVICE OR COMPUTER FAILURE, LOST SAVINGS AND STATUTORY DAMAGES) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE TOTAL LIABILITY OF THE TRADEBEYOND PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, INFRINGEMENT OR OTHER CONTRACT OR TORT CLAIMS) EXCEED THE AMOUNT OF FEES PAID BY YOU, IF ANY, TO TRADEBEYOND FOR THE SERVICES IN THE TWELVE-MONTH PERIOD PRECEDING SUCH CAUSE OF ACTION. FOR FREE SERVICES, YOUR ONLY RIGHT AND RECOURSE WITH ANY PROBLEMS OR DISSATISFACTION WITH THE SITES OR SERVICES IS TO DISCONTINUE USE. The preceding sentences shall not preclude the requirement by you to prove actual damages. All claims arising from the Sites or Services must be filed by you within one (1) year from the date the cause of action arose.
The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not any TradeBeyond Party has been advised of or should have been aware of the possibility of any such losses or damages. The limitations and exclusions of liability allocate the risks between TradeBeyond and you and shall apply notwithstanding any failure of essential purpose of any limited remedy.
The Services or Sites may allow access to content, products or services offered by third parties through hyperlinks, API, third parties’ web sites or other means. You are cautioned to read such websites’ terms and conditions and/or privacy policies before using them. TradeBeyond has no control over and does not monitor such websites, and shall not be responsible or liable to anyone for such websites, or any content, products or services made available on or through such websites.
You agree to indemnify the TradeBeyond Parties and to hold them harmless from any and all damages, losses, claims and liabilities (including legal costs) which may arise from your User Content, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Sites, from your access to or use of the Sites or Services, or from your breach of the Terms. TradeBeyond reserves the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you shall cooperate with TradeBeyond in asserting any available defenses.
9. Intellectual Property Rights
TradeBeyond is the sole owner or lawful licensee of all the rights and interests in the Sites and Services. As between you and TradeBeyond, all title, ownership and intellectual property rights in the Sites and Services shall remain with TradeBeyond. Using the Services does not give you any ownership in our Services or the content or information made available through our Services. “TRADEBEYOND” and related icons and logos are trademarks or service marks of TradeBeyond.
10. Notices and Contact Information.
All legal notices or demands to or upon TradeBeyond must be made in writing and sent to TradeBeyond personally, by courier or certified mail to the following entity and address: TradeBeyond Limited, Unit 1601-04, 909 Cheung Sha Wan Road, Lai Chi Kok, Kowloon, Hong Kong, Attn: Legal Department. The notices shall be effective when they are received by TradeBeyond in any of the above-mentioned manner.
All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to TradeBeyond, or by posting such notice or demand on an area of the Sites that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when (a) TradeBeyond is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or (b) immediately upon TradeBeyond posting such notice on an area of the Sites that is publicly accessible without charge.
You agree that all agreements, notices, demands, disclosures and other communications that TradeBeyond sends to you electronically will satisfy any legal requirement that such communication should be in writing.
11. Customer Service Line
12. General Provisions
The Terms constitute the entire agreement between you and TradeBeyond in relation to the subject matter herein, superseding any prior written or oral agreements, and may not be modified except in a writing signed by you and us that refers specifically to the Terms.
TradeBeyond may post or provide translations of the English language version of the Terms. Any translation is for convenience only and the English language version will govern. We may also post or provide summaries of the Terms; in the event of conflict between the main text of the Terms and any summary, the main text of the Terms will prevail.
TradeBeyond and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms. TradeBeyond may have independent third parties involved in the provision of the Sites or Services (including for payment processing and the authentication and verification of service providers).
To the extent any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause. Use of the term “including” and its variants shall mean “including but not limited to.” The term “herein” shall mean “in the Terms.” Any examples provided in the Terms are for illustration purposes only and are not exhaustive lists.
TradeBeyond’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of TradeBeyond’s right to act with respect to subsequent or similar breaches.
TradeBeyond shall have the right to assign the Terms (including any or all of our rights, titles, benefits, interests, and obligations and duties in the Terms) to any person or entity (including any affiliates of TradeBeyond). You may not assign or transfer, in whole or part, the Terms or any Member account to any person or entity.
Hong Kong Special Administrative Region (“HKSAR”) law without regard to its conflict of law provisions shall govern the interpretation and application of the Terms and you agree to submit to the exclusive jurisdiction of HKSAR courts.