Buyers Cloud | Membership Agreement

Membership Agreement

Rules and Policies

Terms Of Use
Privacy Policy
Membership Agreement
Product Listing Policy
Intellectual Property Policy and Infringement Claims
Trade Dispute Policy
Aid For Safe Trade

Online Security

Help

Membership Agreement

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!

1. Acceptance of Terms

1.1 Welcome to BUYERS CLOUD 'S Service (the "SERVICE"). The following sets forth the Terms and Conditions of the Buyers Cloud Membership Agreement (this "Agreement") between you and an Buyers Cloud company ("Buyers Cloud ") under which Buyers Cloud offers you access to the Service through the web site identified by the uniform resource locator www.buyerscloud.com (the "Site").

1.2 Buyers Cloud may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on May 1, 2009. Posting by Buyers Cloud 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 Buyers Cloud .

2. The Service

2.1 The Service will be offered free-of-charge for an unspecified time period unless terminated in accordance with the terms of this Agreement. The premium members are going to have additional features as explained in our “Accounts and Settings” column of Buyers Cloud web site .The Buyers Cloud members has to pay additional premium for availing Buyers cloud Additional Features.. The different premium membership types are Premium Business, Premium Business plus, premium pro, and featured Partners.
The respective premium amount and the charges are given in the Billing Sections of Accounts and Settings. The Refund and Cancellation policy of membership is as given below.

a)Cancellation

All subscriptions will automatically renew to preserve continuity. If you would like to cancel your subscription and not be charged for renewal, you must cancel before your renewal date, or your subscription will be renewed for the same term you initially selected at our current offering price.
To cancel, Login to the , Go to Accounts And Settings -> Profile Settings --> Billing Information

b)Refunds

once the paid subscription begins, no refund will be provided. You may cancel all subscriptions, including four-week subscriptions, twenty-six week subscriptions, or fifty-two-week subscriptions, at any time but no refund will be made for unused subscription periods.

c)Billing Options

You can have your account billed to your Pay pall, American Express, Discover, Master Card, or Visa credit card. Your credit card can be billed monthly or annually.

2.2 The Service 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 Buyers Cloud and notified to you) ("Member Benefits"):

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, Solutions and Services offered, etc.

Products, Solutions and Services - allows each Member to display and edit descriptions, specifications and images of at least few Products, Solutions and Services .

Unlimited Buyer Trade Lead Posting - allows each Member to post on the Site for public display offers to buy Products, Solutions and Services from other users of the Site.

Limited Seller Trade Lead Posting - allows each Member to post on the Site for public display at least 20 offers to sell Products, Solutions and Services of the Member.

2.3 Buyers Cloud may terminate all or part of the above Free Member Benefits at any time in its sole discretion. Buyers Cloud reserves the right to charge for the Service at any time in its sole discretion.

2.4 The Service shall not be available to a business buyer

in relation to an individual

whose contact details (e.g., telephone number, facsimile number or business address) posted on the Site are within Mainland China, or

in relation to a business entity

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 is within Mainland China.

If you are either of the above, and you continue to register or have already registered for an Account, Buyers Cloud may suspend or terminate such Account at any time without notice to you.

2.5 Buyers Cloud shall issue a Member ID and Password (the latter 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 Buyers Cloud and each Member shall indemnify Buyers Cloud against any loss or damages (including but not limited to loss of profits) suffered by Buyers Cloud as a result of such multiple use of an Account. Each Member hereby undertakes to notify Buyers Cloud immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that Buyers Cloud shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.

2.6 Buyers Cloud reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalist or applications at any time temporarily or permanently without prior notice. Buyers Cloud further reserves the right to introduce new features, functionalist or applications to the Service or to future versions of the Service. All new features, functionalist, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Buyers Cloud .

2.7 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 Buyers Cloud 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.

top

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 Buyers Cloud 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, sub licensable (through multiple tiers) license to Buyers Cloud 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:

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;

be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose;

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 or other legitimate rights;

impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;

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;

promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

contain any material that constitutes unauthorized advertising or harassment (including but not limited to spanning), 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;

involve attempts to copy, reproduce, exploit or expropriate Buyers Cloud    's various proprietary directories, databases and listings;

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

involve any scheme to undermine the integrity of the computer systems or networks used by Buyers Cloud     and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;

link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement or the Terms of Use; or

otherwise create any liability for Buyers Cloud     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 Member shall not take any action, which may undermine the integrity of Buyers Cloud 's feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.

3.5 Each Member acknowledges and agrees that Buyers Cloud 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. Buyers Cloud 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.

3.6 If any Member breaches the representations, warranties and covenants of paragraphs 3.1, 3.2, 3.3, 3.4, 3.5 above, or if Buyers Cloud has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, or if upon complaint or claim from any third party, Buyers Cloud has reasonable grounds to believe that such Member has willfully or materially failed to perform its contract with such third party including without limitation where the Member has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the Member has delivered the items that materially fail to meet the terms and descriptions outlined in its contract with such third party, Buyers Cloud 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 Buyers Cloud . Further, Buyers Cloud reserves the right in it sole discretion to remove any material it reasonably believes that is unlawful, could subject Buyers Cloud to liability, violates this Agreement or the Terms of Use or is otherwise found inappropriate in Buyers Cloud 's opinion. Buyers Cloud 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, Buyers Cloud 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 Buyers Cloud shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against Buyers Cloud for such disclosure. In connection with any of the foregoing, Buyers Cloud may suspend or terminate the Account of any Member as Buyers Cloud deems appropriate in its sole discretion.

3.7 Each Member agrees to indemnify Buyers Cloud , 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 materials or deletion thereof, from such Member's use of the Service or from such Member's breach of this Agreement or the Terms of Use. Each Member further agrees that Buyers Cloud 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. Buyers Cloud reserves the right; at its 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 Buyers Cloud in asserting any available defenses.

4. Transactions between Buyer, Supplier , Partner, Prospects and Service Providers

4.1 Through the Site, Buyers Cloud provides an electronic web-based platform for exchanging information between Buyer, Supplier , Partner, Prospects and Service Providers of Products, Solutions and Services . Buyers Cloud does not represent the seller or the buyer in specific transactions and does not charge any commissions from completing any transactions. As a result, Buyers Cloud does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the Products, Solutions and 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. Buyers Cloud 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, Buyers Cloud cannot and does not confirm each user's purported identity . 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, misrepresentation of Products, Solutions and Services , fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective Products, Solutions and Services , delay or default in delivery or payment, cost ms-calculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). Each Member agrees that Buyers Cloud shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind 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 Buyers Cloud (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.

top

5. Use of Discussion Boards on the Site

5.1 Buyers Cloud provides its Members use of discussion boards on the Site free of charge to promote and encourage open, honest and respectful communication between all of our Members. The discussion boards on the Site shall not be used as a marketing platform by Members and Members shall not post any information relating to trade leads, promotion of their Products, Solutions and Services or their company profile.

5.2 Each Member acknowledges that all data, text, software, music, sound, photographs, graphics, video, messages or other materials ("content"), whether publicly posted or privately transmitted through a discussion board on the Site, are the sole responsibility of such Member from whom the content originated. This means that the posting Member, and not Buyers Cloud , is entirely responsible for all content that is uploaded or posted via our discussion boards on the Site. Buyers Cloud does not control the content posted via discussion boards and therefore does not guarantee the accuracy, integrity or quality of such content.

5.3 Buyers Cloud reserves the right to delete or edit any postings in its sole discretion without prior notice. Buyers Cloud may monitor posting activities of any Member who is in breach of this Agreement and may restrict their ability to post messages on the discussion boards on the Site. Under no circumstances will Buyers Cloud be liable in any way for any content, including (without limitation) any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of the discussion boards by such Member. Each Member agrees to evaluate and bear all risks associated with the use of any content including any reliance on its accuracy or completeness. Each Member understands that by using the Buyers Cloud discussion boards on the Site, such Member may be exposed to content that is offensive, indecent or objectionable.

5.4 Without prejudice to each Member's responsibilities under Clause 3 of this Agreement, each Member agrees not to use the discussion boards on the Site to:

upload, post or e-mail any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

harm minors in any way;

impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any content;

"stalk" or otherwise harass another;

collect or store personal data about other users;

upload, post or e-mail any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;

upload, post or e-mail any content that infringes any intellectual property rights or other legitimate rights of any party;

upload, post or e-mail any unsolicited or unauthorized advertising, promotional materials, "junk mail", "Spam", "chain letters", or any other form of solicitation;

upload, post or e-mail any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

upload, post or e-mail any content that contains a complaint regarding Buyers Cloud 's services or refers to such a complaint on the Site or to any other Members; any such complaint must be directed to the customer service e-mail on the Site; or

violate any applicable national or internal laws or regulations.

5.5 Each Member acknowledges that Buyers Cloud does not pre-screen content but that Buyers Cloud shall have the right (though not the obligation) in its sole discretion to move, modify or remove any content that is posted or uploaded on the discussion boards on the Site.

5.6 Each Member grants to Buyers Cloud a perpetual, world-wide, royalty-free irrevocable, non-exclusive license (including the right to sub-license through multiple tiers) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content (in whole or part) such Member uploaded, posted or e-mailed and/or to incorporate such content in other works in any form, media or technology now known or developed.

5.7 Each Member shall indemnify and hold Buyers Cloud and its subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including consequential loss and loss of profits, goodwill or business opportunities) arising from any third party claim in relation to any content such Member uploaded, posted or e-mailed on or through the discussion boards on the Site, such Member's use of the discussion boards on the Site, or such Member's breach of the provisions set out in Clause 5.4.

5.8 On being made aware of any such breaches, Buyers Cloud may ban, delete or prohibit any content that relates to those breaches or that Buyers Cloud in its sole discretion consider to be harmful to the public or the rights of Buyers Cloud or any of its affiliates, licensors, partners or Members.

5.9 Buyers Cloud reserves the right to take whatever action it deems necessary to prevent a Member's breach of Clause 5.4 including the following:

issue a warning letter to the relevant Member (where the breaches are deemed by Buyers Cloud to be minor); or

ban the relevant Member from discussion boards on the Site (where the breaches are deemed by Buyers Cloud to be major). All incidents will be logged and Buyers Cloud 's decision shall be final in all such cases.

5.10 All information and/or other content posted on the Site by the Buyers Cloud service team or by Members or third party partners is supplied for information purposes only and shall not under any circumstances be construed as legal and/or business advice or a legal opinion. Members are encouraged to seek independent professional advice in such situations.

6. Limitation of Liability

6.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND BUYERS CLOUD 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 OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

6.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYERS CLOUD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE.

6.3 Any material downloaded or otherwise obtained through the use of the Service 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 results from the download of any such material. No advice or information, whether oral or written, obtained by any Member from Buyers Cloud or through or from the Service shall create any warranty not expressly stated in this Agreement.

6.4 Under no circumstances shall Buyers Cloud be held liable for an delay or failure or disruption of the Service 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.

6.5 Buyers Cloud 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 or otherwise or any other damages resulting from any of the following:

a)

the use or the inability to use the Service;

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 user of the Site; or

e)

any other matter relating to the Service however arising, including negligence.

6.6 Notwithstanding any of the foregoing provisions, the aggregate liability of Buyers Cloud , its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Member for all claims arising from the use of the Service or the Site shall be limited to HK$100. The preceding sentence shall not preclude the requirement by the Member to prove actual damages. All claims arising from the use of the Service must be filed within one (1) year from the date the cause of action arose.

top

7. Intellectual Property Rights

7.1 Buyers Cloud is the sole owner or lawful licensee of all the rights to the Service. The Service embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with Buyers Cloud or its affiliates. All rights not otherwise claimed under this Agreement or by Buyers Cloud are hereby reserved.

8. General

8.1 This Agreement and the Terms of Use constitute the entire agreement between the Member and Buyers Cloud with respect to and govern the use of the Service, superseding any prior written or oral agreements in relation to the same subject matter herein.

8.2 Buyers Cloud 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.

8.3 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.

8.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

8.5 Buyers Cloud 's failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive Buyers Cloud 's right to act with respect with subsequent or similar breaches.

8.6 Buyers Cloud shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity. (including any affiliates of Buyers Cloud ). The Member may not assign, in whole or part, this Agreement to any person or entity.

8.7 This Agreement shall be governed by the laws of the Ban galore, India Special Administrative Region without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Bangalore , India.

8.8 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.