TERMS OF USE

  • Terms of Use

    (Last updated on 17 May 2016) 

    Welcome to B2B-EXPORT.COM!

    Please, read these Terms of Use carefully before you start using the Online business-to-business trading platform B2B-EXPORT.COM

    These Terms of Use define the rules of accessing and using B2B-EXPORT.COM (hereinafter, the “Platform”). This document is a legally binding Agreement between you as the Platform user (hereinafter, “you”, “your(s)”, the “User”, the “Participant”) and OOO Export Club as the sole and exclusive owner of the Platform (hereinafter, “we”, “us”, “our(s)”, “Export Club”).

    1. Application and Acceptance of Terms 

    1.1. The terms contained herein govern your use of the Platform, software and product services (hereinafter jointly referred to as the “Services”) provided by Export Club along with the User Agreement, Privacy Policy, and Information Publication Rules, as well as other rules and policies of the Platform that may be published by Export Club from time to time. This document and other similar rules and policies of the Platform are hereinafter jointly referred to as the “Terms”. By accessing the Platform or using the Services, you agree to accept and undertake to comply with the Terms. Please, do not use the Services or the Platform, unless you accept all the Terms. 

    1.2. You may not use the Services and may not agree to the Terms if:

    (a) your age does not allow you to enter into an agreement with the Export Club;

    (b) you are not allowed to use any of the Services under Russian laws or any other country/region, including the country/region of your residence or the country/region where you are located and use the Services. 

    1.3. You acknowledge and agree that Export Club may, at any time, modify the Terms of Use, Privacy Policy, and Information Publication Rules by publishing relevant amended documents on the Platform. Your continued use of the Service or the Platform thereafter constitutes your consent to such modifications. 

    1.4. Should Export Club publish or provide an English translation of the Terms, you agree that such translation is for your convenience only and the English version does not govern your use of the Services or the Platform. 

    1.5. Some cases require that you enter into a separate agreement, online or offline, with Export Club or Export Club’s affiliates (“Addenda”) for the provision of certain services. Should any discrepancy or contradiction arise between the Terms and the Addenda, the Addenda shall govern in regard to the terms governed by such Addenda. 

    1.6. The Terms may not be modified or supplemented by any means other than in writing by Export Club’s authorized official. 

    2. Provision of Services 

    2.1. You will register as a Platform participant to access and use the Services. Export Club reserves the right to restrict/expand Users’ access to and use of certain Services (part of Services) or render this term dependant on other terms that Export Club may introduce at its own discretion without any prior notification.

    2.3. The Services (or any part of the Services provided) may differ depending on the region or the country. Export Club does not guarantee or declare that a particular Service, property or function of the Service, or an expanded Service of a similar type will be available to the Users. Export Club may, at its own discretion, restrict, cancel or create various levels of access and use of any Services (or any part of the Services provided) with regard to various Users. 

    2.4. Export Club may create, modify, improve, introduce terms, suspend or cancel any Services (or any part of the Services) without prior notification unless a Service is a fee-paying Service, unless such modifications have an adverse effect on Users’ satisfaction with the Service.

    2.5. Some Services may be provided by Export Club’s affiliates for and on behalf of Export Club. 

    3. General Terms for Users

    3.1. As an essential prerequisite of your access to and use of the Platform and the Services, you confirm that your access to and use of the Platform and the Services complies with all applicable laws and regulations. 
    3.2. You confirm that you will use the Platform and the Services for your personal and internal aims. You confirm that you:

    (a)  will not copy, reproduce, download, re-publish, sell, distribute or re-sell any Services or any information, text, images, diagrams, videos, sounds, folders, files, databases or lists and the like available on the Platform (the “Platform Content”). 

    (b)  will not copy, reproduce, download, collect or by any other means use the Platform Content for the business purposes in competition with Export Club’s business or use the Platform Content for any commercial purposes.

    Systematic search of the Platform Content for creating or compiling, directly or indirectly, a collection, a set, databases, folders (using robots, spyware, automatic devices or manually) without Export Club’s written consent is forbidden. Use of any content or data on the Platform for any purposes other than clearly stated in the Terms is forbidden.

    3.3. You are obliged to read the Privacy Policy that governs the protection and use of users’ personal information held by Export Club and its affiliates. Your accept the Privacy Policy and agree that your personal information will be used in compliance with the Privacy Policy.

    3.4. Export Club may allow Users to access any third party content, products, and services via hyperlinks (such as text links, banners, channels etc.), API or other means that lead to third party web-sites. You are aware that you shall read the terms of use of such web-sites and/or the Privacy Policy before using such resources. You are aware that Export Club does not control or inspect such third party web-sites, neither are we liable to anyone for such web-sites or any other content, products or services that may be available on such web-sites.

    3.5. You confirm that you will not do anything that might impair the integrity of the Export Club’s or other Users’ computer systems or networks and/or, neither will you have unauthorized access to such computer systems and/or networks.

    3.6. You confirm that you will not do anything that might impair the integrity of the Export Club’s feedback system, such as drafting positive feedback about yourself using additional Participant accounts or through third parties, or leaving unreasonable negative feedback about other Users.

    3.7. By uploading or displaying any information, content or data (User Content) on the Platform, or by providing Export Club and its representatives with user content, you give your irrevocable, permanent, worldwide, assignable (through multiple steps) consent for Export Club to display, forward, disseminate, reproduce, publish, double, adapt, modify, translate, create derivative data, and otherwise use all or any user content in any form, multimedia or technology currently known or unknown in any way for any purposes that might be of advantage for the Platform operations, provision of any Services and/or User’s business. You confirm and guarantee to Export Club that you have full power to give such consent. 

    4. Participants’ Accounts 

    4.1. Access to or use of the Services requires that the User sign up to the Platform. Unless otherwise allowed by Export Club, one User may only register one user account. Export Club may cancel or remove a User’s account should it deem that the user has two or more accounts registered simultaneously. Export Club may reject the User’s request for a user account without any reason in the future.

    4.2. When registering on the Platform, Export Club shall assign a Participant account and password for each registered User (with the password to be defined by the User when registering).

    4.3. Each participant’s login (e‑mail address) and password combination is unique. Each Participant is fully liable for keeping its login and password confidential and safeguarded for any activity undertaken under your account. A Participant may not share, assign or permit the use of its Participant account or password by any other person beyond the Participant’s company. As soon as the Participant becomes aware of any unauthorized use of its password or account, or any other breach in the account security, it shall immediately notify Export Club thereof.

    4.4. You confirm that any activities carried out under your Participant account (including, inter alia, posting any information about your company and products, clicking buttons of confirmation or agreement with any additional agreements or rules, subscription to or payment for any services, sending e‑mails under the account) is deemed to be authorized by the Participant.

    4.5. You are aware that should you assign your Participant account to other Parties, or allow that many persons within or outside your company use your account (multiple use) may inflict an irreparable damage to Export Club or other Platform Users. The Participant shall reimburse Export Club, its affiliates, executives, employees, agents and representatives for any damages and losses (including, inter alia, lost profit) inflicted by such multiple use of your account. You also confirm that in case of multiple use of your Participant account or data impairment due to your fault, Export Club is not liable for any damages or losses inflicted by such impairment and may suspend or remove your Participant account without your consent.

    5. Participants’ Obligations

    5.1. Each participant asserts, warrants and confirms that it uses the Platform and the Services for the purposes of its business only, and the address submitted at registration is company’s principal location. 
    5.2. The Participant shall provide information or data about the company, its business or products/services as part of the registration with the Platform, use of the Services or the account. Each Participant asserts, warrants and confirms that (a) such information and data submitted either during registration or while using the Platform or the Services is true, correct, up-to-date and complete; and (b) it will promptly update and maintain such information and data so that they remain true, correct, up-to-date and complete.

    5.3. By becoming a Participant, you agree that your contact data will be included in our database and you allow Export Club and our affiliates to use your contact data in compliance with the Privacy Policy

    5.4. Each Participant asserts, warrants and confirms that it is fully liable for receiving all third party permits regarding any user content that it submits, uploads or displays; any user content submitted, uploaded or displayed by it does not infringe any copyright, patents, trade marks, legal names, trade secrets, any other personal or property rights of third parties; it is fully authorized to sell, distribute, offer, export the products or services described in the user content and such selling, distribution, offer or export do not infringe any third party rights.

    5.5. Each Participant asserts, warrants and confirms that the user content submitted, uploaded or displayed shall:

    a) be true, correct, complete and legal; 

    b) not be misleading or deceptive;

    c) not contain any information of discrediting, libellous, threatening, harassing, indecent, intolerable, abusing, aggressive, explicitly sexual nature or that may be harmful for young persons;

    d) not contain any information that discriminates or promotes discrimination by race, gender, religion, nationality, disability, sexual orientation or age;

    (e) not violate the Information Publication Rules, other terms or any applicable addenda;

    (f) not violate any applicable laws and regulations, including, inter alia, (those governing export control, customer rights protection, unfair competition or false advertisement) nor promote any events that might contradict any applicable laws and regulations;

    (g) not contain direct or indirect links to any other web-sites that contain any content that violate these terms.

    5.6. Each Participant also asserts, warrants and confirms that it undertakes:

    a) to comply with any applicable laws and regulations when doing business on the Platform;

    b) to carry out its business operations with other users of the Platform in good faith;

    c)  to do business in compliance with the Terms and any applicable Addenda; 

    d) not to use the Services or the Platform to deceive other individuals or entities (which includes, inter alia, not selling stolen things, not using stolen credit/debit card details);

    e) not to misrepresent itself as a different individual or entity, not to distort the date about itself or its affiliation with an individual or entity;

    f)  not to send spam or phishing messages;

    g) to prevent any other illegal actions (including, inter alia, actions that constitute a crime, result in civil liability etc.) and not to promote any illegal activities;

    h) not to attempt to copy, reproduce, use or expropriate various in-house catalogues, data bases and lists of Export Club;

    i) not to disseminate any computer viruses or other destructive devices or malware intended to damage, prevent, intercept or expropriate any soft- or hardware, data or personal information;

    j) not participate in any schemes that might disintegrate the data, systems or networks used by Export Club and/or any Platform user or obtain unauthorized access to such data, systems, and networks;

    k) not to participate in any events that might result in Export Club’s or its affiliates’ bearing liability.

    5.7. The Participant may not use the Services and the account to participate in any activities similar or identical to Export Club’s Platform business.

    5.8. The Participant agrees to provide any information, data, confirmation, and comprehensive assistance and cooperate in evaluation of any breeches hereof and/or in processing of other Participants’ complaints. Where the Participant fails to comply with such requirements and such failure results in Service delay, suspension or cancellation, Export Club is under no obligation to prolong the timeframe of provision of the relevant Service and is not liable for any losses or damages resulting from such delay, suspension or cancellation.

    5.9. The Participant acknowledges and agrees that Export Club is under no obligation to actively control or carry out editorial control over the contents of any messages or data, or information created, received or available through the Services or the Platform. Export Club does not support, check or otherwise certify the contents of any comments or other data, or information made by any Participant. Each Participant is liable for the contents of its messages and may be held legally liable for the contents of their comments, other data or information.

    5.10. You acknowledge and agree that each Participant is personally liable for reading applicable law and regulations with relevant amendments and jurisdiction to verify that the use of the Platform and the Services complies therewith.

    6. Participants’ Violations

    6.1. Export Club reserves, at its own discretion, the right to modify or reject any user content that you submit, upload or display on the Platform whose content is reasonably deemed illegal and may result in Export Club and its affiliates being held liable, or whose content is deemed inappropriate for any other reason.

    6.2. Where a participant violates the Terms or Export Club reasonably suspects a Participant of violating the Terms, Export Club may apply sanctions to the Participant, suspend or terminate its Participant account or subscription to any Service without any liability to the Participant. Export Club also may partially or fully restrict, deny or forbid current or future use of any Services that may be provided by Export Club. The sanctions that may be applied by Export Club include, inter alia, warning, product list removal or removal of any other user content submitted, uploaded or displayed by the Participant, restricting the number of product lists that the Participant may post and display, restricting Participant’s use of any functions or functions of any Services for a term that Export Club may deem reasonable at its own discretion.

    6.3. Without limiting the general meaning of the terms hereof, the Participant is deemed in breach of the Terms in any of the following circumstances:

    a)  in case of any third party complaint or claim, where Export Club has reasonable grounds to believe that such Participant intends to or does not actually comply with its contract with a third party, including, inter alia, under-supply of the listed products on receipt of the payment of the order or where Participant’s shipment actually violates any terms and provisions of the contract entered into with such third party;

    b)  Export Club has reasonable grounds to suspect that such Participant has used stolen credit/debit card data or any other fraudulent or misleading information in any transaction with a counter party;

    c) Export Club has reasonable grounds to suspect that any information submitted by the Participant is not up-to-date or complete, or is fraudulent, incorrect or misleading;

    d) Export Club believes that Participant’s actions may result in losses or financial liabilities of Export Club, its affiliates or any other Users.

    6.4. Export Club reserves the right to fully assist government authorities, private detectives and/or aggrieved third parties in the investigation of any offence. Furthermore, Export Club may disclose Participant’s identity and contact information on request by a government authority or a law enforcement body, suffering third party, or as a result of appearing before court or any legal proceedings. Export Club is not liable for any damage or results arising from such investigations, and the Participant shall not take any steps or file claims against Export Club due to such investigations.

    6.5. Where the Participant violates the Terms, Export Club also reserves the right to publish such violation records on the Platform. Where such violations gives grounds to suspect any unfair or fraudulent action, Export Club also reserves the right disclose the essential details of such violation to our affiliates. Such affiliates of Export Club may restrict, suspend or cancel such Participant’s use of all or part of the services provided by such affiliates to the Participant, take any other steps to remedy the situation, and publish Participant’s violation record on the websites operated and controlled by such affiliates of Export Club.

    6.6. Export Club may, at any time and at its own discretion, restrict, suspend or cancel such Participant’s use of any Services or the Platform without any liability to the Participant should Export Club be notified that the Participant violates any agreement with or liability to any of Export Club’s affiliates, and such violation results in or gives grounds to suspect unfair or fraudulent actions. Export Club may publish such violation records on the Platform. Export Club is under no obligation to investigate such violation or request Participant’s confirmation.

    6.7. Each Participant agrees that Export Club is not liable and shall not be liable to it or any third party for any user content or any other data transferred through the Platform, including fraudulent, untrue, misleading, incorrect, slanderous or illegal data and that the risk of damage is fully borne by each Participant. Export Club reserves the right to assume, at its own cost, the exclusive protection and control over any case that is subject to reimbursement by the Participant and in this case the Participants shall assist Export Club and agree to any remedies available. 

    7. Transactions between Buyers and Sellers 

    7.1. Export Club provides additional electronic services for Participants’ transactions: allocation, coordination, entering into, management and execution of product and service orders online via the Platform in compliance with the User Agreement with Export Club. However, Export Club does not represent any sellers or buyers under any transactions whatsoever. Export Club does not control and is not liable for the quality, safety, legality or availability of products or services offered for sale on the Platform or sellers’ capacity of completing a sale, or buyers’ capacity of completing a purchase.

    7.2. The Users hereby are notified that they might encounter risky transactions with persons acting under fraudulent pretexts. Export Club uses a number of methods to verify certain information submitted by Users during registration for paying for the Services on the Platform. However, as User identification on the Internet is complicated, Export Club cannot and does not confirm each user’s expected identity. We recommend that you use various methods and common sense to evaluate your potential counter parties.

    7.3. Each User confirms that it bears the full risk of any buying and selling transactions in connection with using the Platform or the Services, and that it assumes the full risks related to the products or services under transactions carried out on the Platform and related to any damage in connection with any further activities of any nature. Such risks include: non-provision of products or services, fraudulent schemes, non-satisfactory quality, non-compliance with technical properties, defective or dangerous products, illegal products, delay or failure of delivery or payment, incorrect cost calculations, guarantee violations, violations of the contract and transportation incidents. Such risks also include the risks that the production, import, export, distribution, offer, display, acquisition, selling and/or use of products or services offered or displayed on the Platform might infringe or allegedly infringe third party rights, and the risks that the User might incur expenses for protection or other expenses in connection with third party rights infringement or any complaints filed by any Party entitled to protection or reimbursement in connection with such infringement of the rights as a result of claims or complaints filed by such third parties. Such risks also include the risks that the consumers and other buyers, end product users and other persons that allege damages incurred by products received from Platform Users as a result of a buying-selling transaction on the Platform might file claims arising from the use of such products. All the above risks are hereinafter called “Transaction Risks”. Each User agrees that Export Club is not liable for any losses, claims, liabilities, expenses, harm, inconveniences, breaks in the business operations or expenses of any kind that might arise as a result of or in connection with any transaction risks.

    7.4. The Users are fully liable for all transaction terms carried out on, via or as a result of using the Platform and the Services, including, inter alia, for the terms of payment, return, guarantees, delivery, insurance, fees, taxes, titles, licences, penalties, permits, processing, transporting or warehousing.

    7.5. The User shall submit all the information and data that may be reasonably requested by Export Club in connection with the fact that User’s transactions are carried out on, via or a result of using the Platform or the Services. Export Club may suspend or cancel any User’s account where the User is unable to submit the required information and data.

    7.6. Should a dispute arise between any User with any party to a transaction, such Users release Export Club (as well as its agents, affiliates, directors, officers and employees) from resposibility for any claims, complaints, actions, procedures, expenditures, costs and losses (including, inter alia, any actual, special, incidental or indirect damages) arising from or in connection with such transaction.

    8. Disclaimer

    8.1. To the maximum extent allowed by law, the services provided by Export Club on or via the Platform are provided “as is”, “as available”, and “with all faults”. Export Club disclaims any guarantees, express or implied, including any guarantees of the condition, quality, durability, performance, precision, reliability, commercial value or fitness for any purpose. All such guarantees, representations, and liabilities are excluded by these Terms.

    8.2. To the maximum extent allowed by law, Export Club does not guarantee that any information provided on or via the Platform is true, accurate, correct, reliable, good, stable, complete or up-to-date. Export Club does not guarantee that the production, import, export, dissemination, offer, display, buying, selling and/or use of the products and services offered or displayed on the Platform do not infringe any third party rights; neither does Export Club provide any declarations or guarantees of any nature regarding any product or services offered or displayed on the Platform.

    8.3. Any data downloaded or otherwise received via the Platform are created at the discretion of each User, and each User is fully liable for any damage to the computer system or any loss of Export Club’s data that might arise from such data being downloaded. No information or advice, whether oral or written, received by any User from Export Club or via or from the Platform create any guarantees, unless clearly stated otherwise herein.

    8.4. The Platform may provide Users’ services and products provided by independent third parties. We do not provide any guarantees or declarations regarding such services or products. Export Club and its affiliates are not liable for any such services or products. 
    8.5. Each User agrees that it shall hold Export Club, its affiliates, directors, officers and employees harmless against any and all losses, liability (including legal fees in full) that might result from such User’s use of the Platform or the Services (including, inter alia, display of such User’s information on the Platform) or violation of any terms hereof. Each User agrees that it shall release Export Club, its affiliates, directors, officers and employees from responsibility for any and all losses, liability (including legal fees in full) that might result from the User’s violation of its representations and guarantees made to Export Club, including those made in Section 5 hereof.

    8.6. Each User agrees that it shall release Export Club, its affiliates, directors, officers and employees from responsibility for any and all losses, liability (including legal fees in full) that might result, directly or indirectly, from any claims filed on behalf of third parties related to the products offered or displayed on the Platform.

    8.7. Each User hereby agrees that Export Club is under no obligation and is not liable to the Users for any data uploaded by other Users, including discriminating or illegal data, and that the risk of loss from such data is fully borne by each User.

    8.8. Export Club is not liable for any direct, penal, incidental or indirect losses or damages of any nature (including, inter alia, loss of profit or income, loss of information) incurred as a result of entering into a contract, negligence, legal offence, in equity, or otherwise, or any other losses related to any of the following:

    a)  use or failure to use the Platform and the Services;

    b)  damage to products, samples, data, information or services acquired or received from a User or any other third party through the Platform;

    c)  infringement of third party rights or claims, or claims to the production, import, export, distribution, offer, display, acquisition, selling and/or using of User’s products or services offered or displayed on the Platform that might infringe or allegedly infringe third party rights or licenses of any party related to rights protection;

    (d) unauthorized third party access to any User’s data or personal information;

    (e) any Platform User’s claims or actions;

    (f)  other actions related to the Services arising, inter alia, due to negligence.

    8.9. Notwithstanding the above, Export Club, its affiliates, agents, employees, representatives or other persons acting on its behalf may be jointly liable to each User for any claim arising from the use of the Platform or the Services during any calendar year, provided that such liability is limited to the following (whichever is greater): (a) the User’s payment to Export Club or its partners for one calendar year; and (b) the maximum amount allowed by applicable law. The previous term does not eliminate the requirement that the User provide evidence of actual damage. Any claims arising in connection with the use of the Platform or the Services shall be filed within 1 (one) year from the date of the occurrence of the cause of action or a longer period where required by relevant applicable law governing these Terms of use.

    8.10. Limitations and disclaiming of liability to the Users hereunder apply to the maximum extent allowed by law, whether the Export Club User has or has not been notified thereof, or was or was not aware of such potential losses.

    9. Force Majeure

    9.1. Under no circumstances shall Export Club be liable for any delays or failure to provide, or violation of the scope of the Services provided via the Platform directly or indirectly related to natural disasters, circumstances and causes beyond Export Club’s reasonable control, including, inter alia, loss of Internet connection, shutdown of computers, telecommunications or any other equipment malfunction, power cuts, strikes, labour disputes, civil unrest, riots, mass disturbances, lack of workforce or materials, fire, floods, storms, explosions, acts of God, wars, government actions, domestic or foreign court or tribunal resolutions, or third party defaults. 

    10. Intellectual Property Rights

    10.1. Export Club is the sole owner or legal licensee of all the rights and interests on the Platform and of the Platform Content. The Platform and the Platform Content are a trade secret. Any names, proprietary rights, and intellectual property rights on the Platform and the Platform content shall remain with Export Club, its affiliates, or Platform Content licensors, where available. All the rights stated under the Terms or by Export Club itself are hereby protected by copyright law.

    10.2. Export Club and relevant symbols and logos are Export Club’s trade marks  registered with various jurisdictions and protected by applicable copyright law, trade mark law and other property laws. Unauthorized copying, modification, use or publication of such trade marks are strictly forbidden. 
    10.3. Export Club may involve an independent third party for the provision of the Services (e.g., a company to verify product or service authenticity). Users may not use such third parties’ trade marks, service marks or logos without such third parties’ prior written consent.

    11. Notifications 

    11.1. All legal notifications or claims to the attention of Export Club shall be in writing and sent to Export Club in person, by courier, registered post, or fax to: Office 20, bldg. 1, 25 Novinsky Blvd, Moscow, Russia, 123242, tel./fax: +7 495 268 07 87.

    11.2. All legal notifications or claims to User’s attention shall be: delivered in person, by courier, registered post, fax, e‑mail to the last known address, fax or e‑mail notified by the User to Export Club or by making such notification available to the public free of charge on the Platform. A notification is deemed received by the User, if and when:

    (a)  Export Club is able to prove that such notification or claim, whether in hard or soft copy, has been sent to such User; or

    (b)  immediately upon Export Club posting such notification on the Platform in the sections available to the public free of charge.

    11.3. The User agrees that any agreements, notifications, claims, information and other communications sent by Export Club to the User electronically comply with the law, and such notifications are equal in force to documents sent in hard copy. 

    12. Miscellaneous 

    12.1. The Terms and any Addenda, taken into account, constitute a complete agreement between the User and Export Club and govern your use of the Platform and the Services substituting any previous written or oral arrangements regarding the scope hereof.

    12.2. Export Club and the User are independent parties and the Terms do not imply or create: a joint venture, an employer-employee or franchisor-franchisee relationship.

    12.3. Should a provision of these Terms be declared invalid or unenforceable, such provision shall be removed and all the other provisions shall remain in force and be adhered to.

    12.4. The headings are for reference only and by no means define, limit, interpret or describe the content of its relevant section.

    12.5. Export Club may assign these Terms (including its rights, titles, benefits, interests, obligations and liabilities hereunder to any individual or legal entity, including any affiliate of Export Club).