Please read there terms and conditions carefully
1. Acceptance of Terms
1.1 WELCOME TO b2bbattery.com'S FREE SERVICE (the
"SERVICE"). The following sets forth the terms and conditions
of the b2bbattery.com Free Membership Agreement (this "Agreement")
between you and b2bbattery.com E-Commerce Corp. ("b2bbattery.com") under
which b2bbattery.com offers you access to the Service through the web site identified
by the uniform resource locator www.b2bbattery.com (the "Site").
Use of the Service indicates that you accept the terms and conditions set forth
below. If you do not accept all of the terms and conditions, please do not use
the Service. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I AGREE"
BUTTON", YOU ARE INDICATING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT,
b2bbattery.com'S TERMS OF
USE AGREEMENT AND b2bbattery.com'S PRIVACY
POLICY WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED TO
AS THE "b2bbattery.com TERMS OF USE"). Terms not defined in this
Agreement shall bear the same meaning as that contained in the b2bbattery.com Terms of
Use.
1.2 b2bbattery.com may amend this Agreement at any
time by posting the amended and restated Agreement on this Site. The amended and
restated Agreement shall be effective immediately upon posting. This Agreement
was last amended on July 25th, 2006. Posting by b2bbattery.com of the amended and
restated Agreement and your continued use of the Service shall be deemed to be
acceptance of the amended terms. This Agreement may not otherwise be modified
except in writing by an authorized officer of b2bbattery.com.
2. The Service
2.1 The Service will be offered free-of-charge for an
unspecified time period and will have the following core features (which may be
added to or modified, or suspended for scheduled or unscheduled maintenance
purposes, from time to time at the sole discretion of b2bbattery.com and notified to
you) ("Free Member Benefits"):
a)
b)
c)
d) |
Company Profile - allows each Member to display and edit basic
information about its business, such as year and place of establishment,
estimated annual sales, number of employees, and products and services offered,
etc.
Products - allows each Member to display and edit description,
specification and image of five products.
Unlimited Buyer Trade Lead Posting
- allows each Member to post on the Site for public display offers to buy
products and services from other users of the Site.
Limited Seller Trade
Lead Posting - allows each Member to post on the Site for public display 20
offers to sell products of the
Member. |
2.2 b2bbattery.com may terminate
all or part of the above Free Member Benefits at any time in its sole
discretion. b2bbattery.com reserves the right to charge for the Service at any time in
its sole discretion.
2.3 The Service shall not be
available to
i)
ii) |
who resides within the Peoples Republic of China (excluding the
Hong Kong and Macau Special Economic Regions and Taiwan) (hereinafter
Mainland China) or
whose contact details (e.g., telephone
number, facsimile number or business address) posted on the Site are within
Mainland China, or |
i)
ii) |
incorporated or organized under the laws of Mainland China or a
majority-owned subsidiary owned directly or indirectly by such a business entity
or entities; or
whose contact details posted on the Site are within Mainland
China. If you are either of the above, and you continue to register or have
already registered for an Account, b2bbattery.com may suspend or terminate such Account
at any time without notice to
you. |
2.4 b2bbattery.com shall issue a
Member ID and Password (which shall be chosen by the Member during registration)
to each Member to access the Service through such Member's Account. Each Member
shall be solely responsible for maintaining the confidentiality of its Member ID
and Password and for all activities that occur under the Member ID and Password.
A set of Member ID and Password is unique to a single Account and no Member
shall share, assign or permit the use of its Account, Member ID or Password to
another person outside of the Member's business entity. Each Member acknowledges
that sharing of its Account with other persons, or allowing multiple users
outside of its business entity to use its Account (collectively, "multiple
use"), will cause irreparable harm to b2bbattery.com and each Member shall indemnify
b2bbattery.com against any loss or damages (including but not limited to loss of
profits) suffered by b2bbattery.com as a result of such multiple use of an Account.
Each Member hereby undertakes to notify b2bbattery.com immediately of any unauthorized
use of its Account, Member ID or Password or any other breach of security. Each
Member hereby agrees that b2bbattery.com shall not be liable for any loss or damages
arising from the Member's failure to comply with this paragraph.
2.5 b2bbattery.com reserves the right to change, upgrade,
modify, limit or suspend the Service or any of its related functionalities or
applications at any time temporarily or permanently without prior notice.
b2bbattery.com further reserves the right to introduce new features, functionalities or
applications to the Service or to future versions of the Service. All new
features, functionalities, applications, modifications, upgrades and alterations
shall be governed by this Agreement, unless otherwise stated by b2bbattery.com.
2.6 Each Member acknowledges that inability to use the
Service wholly or partially for whatever reason may have adverse effects on its
business. Each Member hereby agrees that in no event shall b2bbattery.com be liable to
the Member or any third parties for any inability to use the Service (whether
due to disruption, changes to or termination of the Service or otherwise), any
delays, inaccuracies, errors or omissions with respect to any communications or
transmission or delivery of all or any part thereof, or any damage (direct,
indirect, consequential or otherwise) arising from the use of or inability to
use the Service. Each Member further agrees that any claim against b2bbattery.com for
pre-mature termination of the Service and loss of Free Member Benefits shall be
limited to the amount of subscription fees paid by the Member that are allocated
(on a pro-rata basis) to the unused portion of the subscription period.
3. Member Responsibilities
3.1 Each Member hereby represents, warrants and agrees to (a)
provide true, accurate, current and complete information about itself and its
business references as may be required by b2bbattery.com and (b) maintain and promptly
amend all information to keep it true, accurate, current and complete. Each
Member hereby grants an irrevocable, perpetual, worldwide and royalty-free,
sublicensable (through multiple tiers) license to b2bbattery.com to display and use all
information provided by such Member in accordance with the purposes set forth in
this Agreement and to exercise the copyright, publicity, and database rights you
have in such material or information, in any media now known or not currently
known.
3.2 Each Member hereby represents, warrants and
agrees that the use by such Member of the Service and the Site shall not:
| a) |
contain fraudulent information or make fraudulent offers of items or involve
the sale or attempted sale of counterfeit or stolen items or items whose sales
and/or marketing is prohibited by applicable law, or otherwise promote other
illegal activities; |
| b) |
be part of a scheme to defraud other Members or other users of the Site or
for any other unlawful purpose; |
| c) |
infringe or otherwise abet or encourage the infringement or violation of any
third party's copyright, patent, trademarks, trade secret or other proprietary
right or rights of publicity and privacy; |
| d) |
violate any applicable law, statute, ordinance or regulation (including
without limitation those governing export control, consumer protection, unfair
competition, anti-discrimination or false advertising); |
| e) |
contain information that is defamatory, libelous, unlawfully threatening or
unlawfully harassing; |
| f) |
contain information that is obscene or contain or infer any pornography or
sex-related merchandising or any other content or otherwise promotes sexually
explicit materials or is otherwise harmful to minors; |
| g) |
promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation or age; |
| h) |
contain any material that constitutes unauthorized advertising or harassment
(including but not limited to spamming), invades anyone's privacy or encourages
conduct that would constitute a criminal offence, give rise to civil liability,
or otherwise violate any law or regulation; |
| i) |
involve attempts to copy, reproduce, exploit or expropriate b2bbattery.com's
various proprietary directories, databases and listings; |
| j) |
involve any computer viruses or other destructive devices and codes that
have the effect of damaging, interfering with, intercepting or expropriating any
software or hardware system, data or personal information; and |
| k) |
involve any scheme to undermine the integrity of the computer systems or
networks used by b2bbattery.com and/or any user of the Service and no Member shall
attempt to gain unauthorized access to such computer systems or
networks; |
| l) |
link directly or indirectly to or include descriptions of goods or services
that are prohibited under this Agreement or the b2bbattery.com Terms of Use; or
|
| m) |
otherwise create any liability for b2bbattery.com or its
affiliates. |
3.3 Each Member
represents, warrants and agrees that with regards to information about or posted
on behalf of any business referee, it has obtained all necessary consents,
approvals and waivers from its business partners and associates to
(a) act as such Member's business referee; (b)
to post and publish their contact details and information, reference letters and
comments on their behalf; and (c) that third parties may
contact such business referees to support claims or statements made about the
Member. Each Member further warrants that all reference letters and comments are
true and accurate and hereby waives all requirements for such Member's consent
to be obtained before third parties may contact the business referees.
3.4 Each Member acknowledges and agrees that b2bbattery.com
shall not be required to actively monitor nor exercise any editorial control
whatsoever over the content of any message or other material or information
created, obtained or accessible through the Service. b2bbattery.com does not endorse,
verify or otherwise certify the contents of any comments or other material or
information made by any Member. Each Member is solely responsible for the
contents of their communications and may be held legally liable or accountable
for the content of their comments or other material or information.
3.5 Each Member represents, warrants and agrees that it
has obtained all necessary third party copyright or trademark licenses and
permissions and shall be solely responsible for ensuring that any material or
information it posts on the Site or provides to b2bbattery.com or authorizes b2bbattery.com to
display does not violate the copyright, trademark, trade secret or any other
personal or proprietary rights of any third party or is posted with the
permission of the owner(s) of such rights.
3.6 If any
Member breaches the representations, warranties and covenants of paragraphs 3.1,
3.2, 3.3, 3.4 or 3.5 above, or if b2bbattery.com has reasonable grounds to believe that
such Member is in breach of such representations, warranties and covenants,
b2bbattery.com has the right to suspend or terminate the Service and all Free Member
Benefits with respect to such Member without any compensation, and refuse any
and all current or future use of the Service or any other services that may be
provided by b2bbattery.com. Further, b2bbattery.com reserves the right in it sole discretion
to remove any material it reasonably believes that is unlawful, could subject
b2bbattery.com to liability, violates this Agreement or the b2bbattery.com Terms of Use or is
otherwise found inappropriate in b2bbattery.com's opinion. b2bbattery.com reserves the right
to cooperate fully with governmental authorities, private investigators and/or
injured third parties in the investigation of any suspected criminal or civil
wrongdoing. Further, b2bbattery.com may disclose the Member's identity and contact
information, if requested by a government or law enforcement body, an injured
third party, or as a result of a subpoena or other legal action, and b2bbattery.com
shall not be liable for damages or results thereof and Member agrees not to
bring any action or claim against b2bbattery.com for such disclosure. In connection
with any of the foregoing, b2bbattery.com may suspend or terminate the Account of any
Member as b2bbattery.com deems appropriate in its sole
discretion.
3.7 Each Member agrees to indemnify b2bbattery.com,
its employees, agents and representatives and to hold them harmless, from any
and all losses, claims and liabilities (including legal costs on a full
indemnity basis) which may arise from its submissions, posting of information or
deletion thereof, from such Member's use of the Service or from such Member's
breach of this Agreement or the b2bbattery.com Terms of Use. Each Member further agrees
that b2bbattery.com is not responsible, and shall have no liability to it or anyone
else for any material posted by such Member or third parties, including
fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit
material and that the risk of damage from such material rests entirely with each
Member. b2bbattery.com reserves the right; at it own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by the
Member, in which event the Member shall cooperate with b2bbattery.com in asserting any
available defenses.
4. Transactions between Buyers and Suppliers
4.1 Through the Site, b2bbattery.com provides an electronic web-based
platform for exchanging information between buyers and suppliers of products and
services. b2bbattery.com does not represent the seller nor the buyer in specific
transactions and does not charge any commissions from completing any
transactions. As a result, b2bbattery.com does not control and is not liable to or
responsible for the quality, safety, lawfulness or availability of the products
or services offered for sale on the Site or the ability of the suppliers to
complete a sale or the ability of buyers to complete a
purchase.
4.2 Members are hereby made aware that there
may be risks of dealing with people acting under false pretences. b2bbattery.com uses
several techniques to verify the accuracy of the information our users provide
us when they register on the Site. However, because user verification on the
Internet is difficult, b2bbattery.com cannot and does not confirm each user's purported
identity (including, without limitation, TrustPass Members and China Gold
Suppliers). We encourage you to use the various tools available on the Site, as
well as common sense, to evaluate with whom you are dealing.
4.3 Each Member acknowledges that it is fully assuming
the risks of purchase and sale transactions when using the Site to conduct
transactions, such risks shall include, but not limited to, mis-representation
of products and services, fraudulent schemes, unsatisfactory quality, failure to
meet specifications, defective products, delay or default in delivery or
payment, cost mis-calculations, breach of warranty, breach of contract and
transportation accidents ("Transaction Risks"). Each Member
agrees that b2bbattery.com shall not be liable or responsible for any damages that may
arise a result of or in connection with any Transaction Risks.
4.4 Members are solely responsible for all of the terms
and conditions of the transactions conducted on, through or as a result of use
of the Site, including, without limitation, terms regarding payment, returns,
warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits,
handling, transportation and storage.
4.5 In the event
that any Member has a dispute with any party to a transaction, such Member
agrees to release and indemnify b2bbattery.com (and our agents, affiliates, directors,
officers and employees) from all claims, demands, actions, proceedings, costs,
expenses and damages (including without limitation any actual, special,
incidental or consequential damages) arising out of or in connection with such
transaction.
5. Limitation of Liability
5.1 THE FEATURES AND SERVICES ON THE b2bbattery.com SITE IS PROVIDED
ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND b2bbattery.com HEREBY EXPRESSLY DISCLAIMS
ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY,
RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH
WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY
EXCLUDED.
5.2 b2bbattery.com MAKES NO REPRESENTATIONS OR
WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY,
STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH
THE SITE.
5.3 Any material downloaded or otherwise
obtained through the Site is done at each Member's sole discretion and risk and
each Member is solely responsible for any damage to its computer system or loss
of data that may result from the download of any such material. No advice or
information, whether oral or written, obtained by any Member from b2bbattery.com or
through or from the Site shall create any warranty not expressly stated herein.
5.4 Under no circumstances shall b2bbattery.com be held liable
for an delay or failure or disruption of the content or services delivered
through the Site resulting directly or indirectly from acts of nature, forces or
causes beyond its reasonable control, including without limitation, Internet
failures, computer, telecommunications or any other equipment failures,
electrical power failures, strikes, labor disputes, riots, insurrections, civil
disturbances, shortages of labor or materials, fires, flood, storms, explosions,
Acts of God, war, governmental actions, orders of domestic or foreign courts or
tribunals or non-performance of third parties.
5.5 Each
Member hereby agrees to indemnify and save b2bbattery.com, its affiliates, directors,
officers and employees harmless, from any and all losses, claims, liabilities
(including legal costs on a full indemnity basis) which may arise from such
Member's use of the Site (including but not limited to the display of such
Member's information on the Site) or from its breach of any of the terms and
conditions of this Agreement. Each Member further agrees that b2bbattery.com is not
responsible and shall have no liability to it, for any material posted by
others, including defamatory, offensive or illicit material and that the risk of
damages from such material rests entirely with each Member. b2bbattery.com reserves the
right; at it own expense, to assume the exclusive defense and control of any
matter otherwise subject to indemnification by you, in which event you shall
cooperate with b2bbattery.com in asserting any available
defenses.
5.6 b2bbattery.com shall not be liable for any
special, direct, indirect, punitive, incidental or consequential damages or any
damages whatsoever (including but not limited to damages for loss of profits or
savings, business interruption, loss of information), whether in contract,
negligence, tort, strict liability or otherwise or any other damages resulting
from any of the following:
| a) |
the use or the inability to use the Site; |
| b) |
any defect in goods, samples, data, information or services purchased or
obtained from a Member or a third-party service provider through the
Site; |
| c) |
unauthorized access by third parties to data or private information of any
Member; |
| d) |
statements or conduct of any Member of the Site; or |
| e) |
any matters relating to Paid Services however arising, including negligence. |
6. Intellectual Property Rights
6.1 b2bbattery.com is the sole owner or lawful licensee of all the
rights to the Site and the b2bbattery.com Content. The Site and b2bbattery.com Content embody
trade secrets and intellectual property rights protected under worldwide
copyright and other laws. All title, ownership and intellectual property rights
in the Site and b2bbattery.com Content shall remain with b2bbattery.com, its affiliates or
licensors of the b2bbattery.com Content, as the case may be. All rights not otherwise
claimed under this Agreement or by b2bbattery.com are hereby
reserved.
6.2 "b2bbattery.com", "b2bbattery.com," "TRUSTPASS" and
related icons and logos are registered trademarks or trademarks or service marks
of b2bbattery.com Corporation in various jurisdictions and are protected under
applicable copyright, trademark and other proprietary rights laws. The
unauthorized copying, modification, use or publication of these marks is
strictly prohibited.
7. General
7.1 Subject to any additional agreements relating to Paid Services,
this Agreement and the Privacy Policy constitute the entire agreement between
the Member and b2bbattery.com with respect to access to and use of the Site,
superseding any prior written or oral agreements in relation to the same subject
matter herein.
7.2 b2bbattery.com and the Member are
independent contractors, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or created
by this Agreement.
7.3 If any provision herein is held
to be invalid or unenforceable, such provision shall be struck and the remaining
provisions shall be enforced.
7.4 Headings are for
reference purposes only and in no way define, limit, construe or describe the
scope or extent of such section.
7.5 b2bbattery.com's failure
to enforce any right or failure to act with respect to any breach by a Member
under these terms and conditions will not waive that right nor waives b2bbattery.com's
right to act with respect with subsequent or similar
breaches.
7.6 b2bbattery.com shall have the right to assign its
obligations and duties in this Agreement and in any agreement relating to Paid
Services to any person or entity.
|