Li HUA
User Agreement
1. General Provisions
1.1. This User Agreement (hereinafter referred to as the “Agreement”) is a legally binding contract between the owner and operator of this website (hereinafter the “Company”) and you, the user accessing and using the website and its services (hereinafter the “User” or “you”). By registering on or using this website, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree with any of these terms, you must refrain from using the site or its services. This Agreement shall be deemed to be accepted by the User upon the earliest of: (a) clicking an “Accept” or similar button or checkbox presented with these terms, or (b) actual use of the website or any Service, which shall constitute express acceptance of this Agreement.
1.2. Business Users Only (B2B Use). The services offered on this site are intended exclusively for business-to-business (B2B) use by legal entities (companies, organizations) and their authorized representatives. By registering an account or using the Services, you represent and warrant that you are not acting as an individual consumer, but on behalf of a legal entity (such as a company) that is duly organized and validly existing under the laws of its jurisdiction. You further represent that you have the authority to bind that legal entity to this Agreement. The Company may require you to provide proof of corporate existence and authorization (for example, business registration documents or a letter of authority) as part of the onboarding process or at any later time. The User acknowledges that consumer protection laws and regulations (which typically apply to individual consumers) do not apply to the relationship governed by this Agreement.
1.3. Scope of Services. The Company provides an online platform and related services accessible through the website (collectively, the “Services”) to facilitate various business transactions and interactions among registered business users. The Services may include, for example, access to business information and listings, tools for placing or receiving orders, communication and collaboration features between buyers and suppliers, and other functionalities as introduced by the Company from time to time. The exact scope of available Services may evolve, and the Company reserves the right to add, modify, or remove features at its discretion, with notice to Users as appropriate. This Agreement governs all uses of the site and Services by the User, including any new features or tools that may be added. Additional terms may apply to specific new features or offers; such terms will be disclosed to Users and shall be considered incorporated into this Agreement by reference upon User’s acceptance of those features.
2. Registration and Account Management
2.1. Account Creation. To access certain Services or features of the site, the User must complete the registration process to create a user account. During registration, you agree to provide accurate, current, and complete information about yourself and the business entity you represent, including (but not limited to) the legal name of the business, business registration or tax ID (if applicable), your full name and position/title within the business, a valid business address, contact phone number, and email address. You also agree to update such information promptly should it change, to ensure its accuracy and completeness at all times. The Company reserves the right to reject any registration application if it has reason to believe that the information provided is false, incomplete, or misleading, or if you are not an appropriate user of the Services (for example, if you are an individual consumer rather than a business).
2.2. Account Credentials and Security. Upon successful registration, you will obtain a user account with login credentials (username and password, or other secure login method). You are responsible for maintaining the confidentiality and security of your account credentials and for all activities that occur under your account. You agree to: (a) choose a strong and secure password, (b) keep your login credentials confidential and not share them with any unauthorized person, and (c) notify the Company immediately if you suspect any unauthorized use of your account or any security breach. The Company will not be liable for any loss or damage arising from your failure to comply with the above requirements. You acknowledge that you may be held liable for losses incurred by the Company or others due to someone else’s use of your account, if your own negligence made such use possible.
2.3. Authorized Use; Single Account Policy. Each User account must be registered for a single legal entity (and its designated representative). You may not maintain more than one active account for the same business without the Company’s prior written consent, and you may not register an account on behalf of a business if that business already has an active account (whether registered by another representative or otherwise). Conversely, you may not use a single account to represent or transact on behalf of multiple different companies. Accounts are not transferable between individuals or entities without the Company’s approval. You agree to use your account solely for legitimate business purposes and in accordance with this Agreement and all applicable laws.
2.4. Account Verification. The Company may, as part of registration or at any time during your use of the Services, seek to verify the information you provided. This verification may include, but is not limited to, validating your email or phone number, requesting additional documentation to confirm the existence of the business (such as a certificate of incorporation or business license) or your authority to act on its behalf (such as a director/officer status or a power of attorney), or other verification methods. You agree to cooperate with any verification efforts and provide any requested information or documents in a timely manner. The Company reserves the right to suspend or terminate your account, or limit any part of the Services, if it cannot verify your identity, authorization, or any provided information to its satisfaction, or if you fail to comply with verification requests.
2.5. Account Use and Responsibility. You are fully responsible for all use of your account and any actions taken through your account. User Conduct: You agree that you will not allow any person who is not authorized to represent your company to use your account. If you authorize employees or colleagues within your organization to access the Services through your account (where such sub-account or multi-user features are supported by the platform), you are responsible for ensuring that all such persons are aware of and comply with this Agreement. The Company will consider all activities on the account as activities authorized by the business entity you represent. Should you cease to be an authorized representative of the business (for example, leaving the company), you agree to notify the Company and cease using the account, and, if possible, arrange for a new account to be created by a current representative of the business.
2.6. Deactivation, Suspension, and Deletion. The Company reserves the right to suspend or terminate your account, or any user’s access rights, at any time if it reasonably suspects that: (a) any information you provided is untrue, inaccurate, or incomplete; (b) your account has been compromised or is being used by an unauthorized person or for fraudulent/illegal activity; or (c) you have violated any term of this Agreement or applicable law. The Company will make reasonable efforts to notify you of such suspension or termination, either prior to or promptly after it occurs, stating the reason (unless disclosure is prohibited by law or security reasons). Suspension may be applied to investigate potential issues or pending user actions; during suspension, you may be prevented from accessing your account and Services functionality (including any content or data associated with your account). If your account is terminated or deleted (whether by your request or by Company’s action), you may lose access to any data stored in your account. It is your responsibility to back up any business data or content stored on the platform that you may need for record-keeping or other purposes. For details on data retention and deletion upon account termination, please refer to Section 7 (Privacy & Data Protection) and Section 11 (Term and Termination) below.
3. Services, Fees, and Payments
3.1. Free and Paid Services. At present, the Company provides basic access to the website and essential Services free of charge (for example, registration, profile creation, browsing and searching basic information, etc.). However, the Company reserves the right to introduce premium features or additional services in the future that may be subject to fees or charges (for example, subscription-based services, transaction fees for marketplace features, enhanced visibility or analytics tools, etc.). The Company will ensure that any Services that require payment are clearly indicated as such, along with the applicable fees, payment terms, and any additional conditions, so that Users can review and agree to them before incurring any charges. Unless otherwise stated, all new features or tools that augment or enhance the current Services, including the release of new paid services, shall be subject to this Agreement (and possibly additional terms of use which will be disclosed at the time of introduction). The Company may, from time to time, offer promotional trial periods or discounts for certain paid services, which will be governed by the specific promotional terms.
3.2. Prices and Taxes. All prices or fees for paid Services (if any) will be specified on the site in the relevant section describing the service. Unless otherwise explicitly indicated, such prices and fees are exclusive of any applicable taxes (such as VAT, sales tax, GST, etc.). If any such taxes are applicable, they may be added at checkout or invoicing. Users are responsible for any taxes or government charges applicable to their use of the Services or any purchases they make through the site. If the Company is required by law to collect any taxes on your behalf (for instance, VAT for digital services in the EU, or sales tax in certain jurisdictions), the Company will add such taxes to the amounts charged, and you agree to pay those taxes. The Company will remit collected taxes to the appropriate authorities as required by law. You agree to provide the Company with any information it reasonably requests to determine whether the Company is obligated to collect taxes from you, including your tax identification number or evidence of your tax-exempt status, if applicable.
3.3. Introduction of Online Payment. While online payment functionality (such as the ability to pay for orders or subscriptions directly through the site) may not be active at the current stage, the Company plans to implement secure online payment processing in the future. Once enabled, Users may be able to pay any applicable fees or purchase goods/services via supported payment methods (e.g., credit card, bank transfer, online payment gateways) on the site. The Company will partner with reputable third-party payment processors to handle payment transactions. When initiating a payment, the User will be redirected to or provided with the interface of the designated payment processor, and the processing of the payment will be subject to the terms and conditions of that payment provider as well as the Company’s terms. Security: The Company is committed to ensuring the security of financial transactions. All online payments will be encrypted using industry-standard protocols, and sensitive payment information (such as credit card numbers) will be handled in accordance with applicable security standards (for example, PCI-DSS compliance for card transactions). The Company itself will not store your full payment card details on its servers unless it is necessary for the Service and done in compliance with law and security standards. Any storage of payment-related data will be in accordance with our Privacy Policy and data protection laws. The User acknowledges that, despite best efforts, no online transaction is 100% secure, and agrees to proceed with payments at their own risk, taking care to utilize secure networks and devices.
3.4. User’s Payment Obligations. If you engage in any transaction through the site that incurs a fee (for example, purchasing a service package from the Company, or buying products/services from another user via a marketplace feature, if one exists), you agree to pay all amounts due as instructed at the time of the transaction. Authorized Payment Method: You must use a valid payment method that you are authorized to use. By providing payment information, you represent and warrant that you are authorized to use the designated payment method and that you authorize the Company (or its payment processor) to charge your payment method for the total amount of your purchase (including any applicable taxes or fees). If the payment method (e.g., credit card) cannot be verified, is invalid, or is not otherwise acceptable, your transaction may be suspended or cancelled. It is your responsibility to resolve any payment method issues with the issuer and notify the Company of an alternative payment method if needed.
3.5. Invoicing and Records. Upon successful completion of a payment transaction, the Company (or the relevant seller, if the transaction is between users) will typically issue a confirmation of payment (such as an order confirmation email or receipt). If you require a formal invoice or tax receipt, you should contact the Company’s support or, where applicable, the selling user, to request one. Business users often require invoices for accounting; the Company will strive to accommodate reasonable requests for invoices with required details (company name, address, VAT or tax ID, description of the service, etc.). In certain jurisdictions, electronic invoices may be provided. You agree that invoices may be issued electronically via the email associated with your account.
3.6. Refunds and Cancellations. The Company’s policy on refunds or cancellations for paid services will depend on the type of service:
- For subscription-based services (if offered): Users may have the ability to cancel their subscription, in which case depending on the terms, the cancellation might be effective at the end of the current billing cycle, and no pro-rated refunds for unused portions will be given except where required by law or explicitly stated.
- For one-time purchases: Once a service or digital product is delivered or access is granted, typically all sales are final and non-refundable, except if the Company fails to deliver the service or if a refund is required under applicable consumer law (noting again that Users here are business entities, so consumer refund rights may not apply).
- For transactions between Users on a marketplace: The refund terms may be determined by the seller’s policy, but the Company may provide a dispute resolution mechanism or guidelines.
The Company will clearly post any specific refund and cancellation terms on the relevant service pages or in additional terms. If a User believes they are entitled to a refund due to an error or issue with a service, they should contact the Company’s customer support to request it, providing details of the purchase and the reason for seeking a refund. The Company will review such requests in good faith, but the ultimate decision on refunds lies with the Company, subject to mandatory legal requirements. In cases of suspected fraudulent or unauthorized transactions, the Company reserves the right to issue refunds or take other actions as necessary to comply with laws and protect the parties involved. Any approved refunds will be made to the original payment method used (if possible) or via an alternative method at the Company’s discretion.
4. User Obligations and Acceptable Use
4.1. Compliance with Laws and this Agreement. The User agrees to use the website and Services in accordance with all applicable laws and regulations, as well as the provisions of this Agreement and any additional policies or guidelines made available by the Company. You are responsible for ensuring that your use of the Services (including any content you upload or actions you take) is lawful in your specific jurisdiction(s). Prohibited Conduct: As a condition of your use of the Services, you agree not to engage in or attempt to engage in any of the following activities:
  • Illegal Activities: Using the site or Services for any purpose or in any manner that violates any applicable law or regulation. This includes, without limitation, posting or transmitting any content that is unlawful, fraudulent, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable or that promotes money laundering, gambling, terrorism, violence, or hate. You shall not use the Services to support, incite or engage in any criminal activity.
  • Intellectual Property Infringement: Uploading, posting, or otherwise transmitting any content that infringes or misappropriates the intellectual property rights (such as copyrights, trademarks, trade secrets, or patents) or other proprietary rights of any party. This includes offering for sale or selling counterfeit or unauthorized products via the platform (if applicable).
  • Privacy and Personal Data Violations: Posting or distributing any content that contains personal data of individuals (such as personal contact information) without having obtained all necessary consents or rights to do so, or otherwise violating privacy or data protection rights of individuals.
  • Network and Security Abuse: Engaging in any activity that interferes with or disrupts the proper functioning of the website, servers, or networks connected to the Services, or that attempts to circumvent any security measures. Prohibited activities include: introducing malware, viruses, worms, Trojan horses, or other harmful code; performing denial-of-service (DoS/DDoS) attacks; attempting to probe, scan, or test the vulnerability of any system or network (penetration testing) without proper authorization; or breaching authentication or security measures.
  • Unauthorized Access and Use: Accessing (or attempting to access) any portion or feature of the Services that you are not authorized to access, including other users’ accounts, or any non-public systems or networks of the Company. You agree not to use any automated means (such as bots, spiders, or scrapers) to access the Services, extract data, or otherwise interact with the site, except as may be allowed by a robots.txt file or with the Company’s explicit permission.
  • Misrepresentation and Impersonation: Creating a false identity or providing false information on the site, impersonating any person or entity (including, but not limited to, a representative of the Company or another user), or falsely stating or otherwise misrepresenting your affiliation with any person or entity. All business information you provide (e.g., company name, certifications, etc.) must be truthful and up-to-date.
  • Spam and Unsolicited Communications: Using the Services to transmit any unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation that is not expressly permitted. This includes sending unsolicited messages or connection requests to other users without their consent or after they have requested you to stop.
  • Unfair Use and Platform Abuse: Engaging in any practices that manipulate or unduly influence the marketplace or site environment, such as generating fake reviews or ratings, inflating or deflating the prominence of any content through coordinated activity, or interfering with other users’ listings or content. Additionally, you shall not reverse engineer, decompile, or disassemble any portion of the website or Services, or attempt to derive the source code or underlying ideas or algorithms of any part of the Services, except as allowed by law.
  • Any Other Harmful or Objectionable Conduct: Engaging in any conduct that, in the Company’s sole discretion, is considered detrimental to other users, the Company, or third parties, or which could damage the Company’s reputation or goodwill. This includes posting content that is grossly offensive or that promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age, and any conduct that is contrary to public morals and decency.
The above examples are not exhaustive. The Company reserves the right, but has no obligation, to monitor the use of the Services to ensure compliance with this Agreement. Violation of any of the above rules may result in immediate suspension or termination of your account and Services access, as well as potential legal action against you.
4.2. User Content and Data (Including Business Listings, Posts, Communications). Definition: “User Content” means any content or information that you upload, post, publish, submit, or transmit to be made available through the Services, including but not limited to business listings or profiles, product or service descriptions, specifications, pricing, catalogs, images, documents, messages in forums or chat, reviews or feedback, and any other materials you provide. You retain ownership of your User Content, provided that you have such ownership or the rights to post it. However, by making User Content available through the Services, you hereby grant the Company a worldwide, royalty-free, non-exclusive license to use, reproduce, modify (for formatting/display purposes only), adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content (in whole or part) for the purposes of operating and providing the Services (including promoting the Services). For example, this license allows the Company to display your business listings to other users, to use your feedback in improving the platform, and to moderate or reformat content as needed for the site. You also grant other users of the Services the right to access and use your User Content in connection with their authorized use of the Services (for instance, if you post a product listing, other users have the right to view and consider that listing for potential purchase). This license shall terminate when you remove your User Content from the site or when your account is deleted (allowing for a reasonable time for removal from backup systems), except that the Company may retain copies as required by law or for legitimate business purposes (e.g., to evidence transactions or communications) and any content that has been shared or downloaded by other users or that is in public areas (like forum posts) may remain accessible if it has been re-shared.
User Content Warranties: You represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you submit, or you have all necessary rights, licenses, consents, and releases from the owner(s) to grant the Company the rights in such content as contemplated under this Agreement; (b) neither the User Content, nor your submission, uploading, publishing, or otherwise making available of such User Content, nor the Company’s use of the User Content as permitted herein will infringe, misappropriate, or violate any third-party’s intellectual property rights, rights of privacy or publicity, or result in the violation of any applicable law or regulation; and (c) your User Content is truthful and accurate to the best of your knowledge and is offered in good faith (for instance, any certifications or credentials you claim about your business are valid).
Prohibited Content: Without limiting the generality of Section 4.1, you agree not to post or transmit any User Content that: (i) is false, misleading, or deceptive (including making false offers or misrepresenting products); (ii) violates any applicable export or import laws or regulations (for example, listing products that are banned or subject to embargo); (iii) contains software viruses or any other malicious code; (iv) promotes or depicts illegal activities or extreme violence; or (v) contravenes any content guidelines the Company may issue from time to time. The Company reserves the right (but has no obligation) to remove or disable access to any User Content that violates these provisions or is otherwise objectionable, at its sole discretion, and may do so without prior notice. The Company also has the right to take legal action for those breaches if necessary.
4.3. Interaction with Other Users. If the Services enable you to interact or transact with other users (for example, as a buyer and seller in a marketplace scenario, or through messaging, RFQs, or forums), you are solely responsible for such interactions and communications. Exercise Caution: You should conduct appropriate due diligence before transacting or sharing information with others. The Company is not a party to transactions between users unless explicitly stated; any contracts for sale or purchase or other arrangements are strictly between the transacting users. The Company does not guarantee that users will actually complete transactions or acts as any form of guarantor unless explicitly provided in a supplemental service (like an escrow service, if any). If you have a dispute with another user, you agree to resolve it amicably and in good faith. While the Company may offer a platform for communication or even dispute resolution assistance, it is not responsible for the actions or omissions of any user. No Abuse of Other Users: You agree not to harass, intimidate, or abuse any other user. This includes not using abusive or offensive language in communications, not revealing another user’s personal information publicly without their consent, and not inciting others to target a user. If you feel another user is violating these terms or is acting inappropriately, you may report it to the Company through the designated channels. The Company will handle personal data involved in user-to-user communications in accordance with its Privacy Policy and relevant laws, but it is not liable for what one user may do with information they obtain from another through the platform (for example, if a buyer misuses a seller’s contact info).
4.4. International Trade Compliance (if applicable). Given that this is a B2B platform spanning multiple jurisdictions (including Russia, the EU, and China), Users engaging in international transactions must ensure compliance with all relevant import/export control laws, sanctions, and trade regulations. For example, the European Union may have restrictions (such as the “No Russia Clause” in supply agreements related to sanctions), U.S. or UN sanctions may prohibit dealing with certain parties or countries, and China has its own import/export requirements. The Company expects Users to be knowledgeable about and comply with such regulations in their business activities via the platform. The Company may, in its discretion, screen users and transactions against known sanctions or denied parties lists (such as OFAC’s SDN list, EU sanctions lists, etc.) and reserves the right to refuse or cancel any transaction or restrict any user that appears to involve a sanctioned entity or activity. By using the platform, you confirm that neither you nor your affiliated business is on any government prohibited/restricted parties list, and that you are not conducting business that would violate applicable sanctions or export control laws. If you are located in a jurisdiction under comprehensive embargo by relevant authorities, you are not permitted to use the Services. Anti-Bribery: Users also represent that in their dealings via the platform they will not engage in corrupt practices, such as paying or offering bribes to obtain an unfair advantage. Many countries’ laws (like the U.S. FCPA, UK Bribery Act) apply to business conduct abroad, and Users should adhere to principles of ethical conduct.
4.5. Additional Obligations by Jurisdiction:
- For Users in the Russian Federation: You must comply with Russian laws related to online activities, including but not limited to Federal Law “On Personal Data” regarding any personal data you collect or process via the platform (see Section 7 for more details), as well as laws concerning the posting of information online (such as avoiding content that is extremist or banned by Roskomnadzor). If you host any web content or services for Russian users as a result of connecting through this platform, ensure compliance with Russian data localization requirements and consider registering as an “information disseminator” if required by law.
- For Users in the European Union/EEA: You must abide by EU regulations like GDPR when processing personal data (if you, as a user, gather personal data from contacts or transactions here, you too have responsibilities as a data controller). You should also comply with EU competition laws (no collusive behavior with other users) and other directives relevant to your offerings (e.g., CE safety requirements for certain products, etc.).
- For Users in the People’s Republic of China: You are required to follow laws such as the PRC Cybersecurity Law and relevant regulations regarding internet content and data (e.g., not disseminating prohibited content, obtaining necessary licenses for certain content if needed). If you engage in cross-border data transfer of personal information or important data out of China, you should ensure compliance with PIPL and related measures (like security assessments for significant data exports). Additionally, do not use the platform to evade Chinese import/export controls or any customs regulations.
These jurisdiction-specific notes do not exhaust all obligations; they highlight some key areas due to the jurisdictions mentioned. Ultimately, each User is solely responsible for understanding and complying with the laws that apply to their operations. The Company may (but is not obligated to) provide resources or compliance guidance, but this does not shift responsibility to the Company.
5. Rights and Responsibilities of the Company
5.1. Provision and Modification of Services. The Company will use commercially reasonable efforts to provide the Services in a reliable and secure manner. However, you acknowledge that the Services are provided on an “as is” and “as available” basis (subject to the disclaimers and limitations in Section 8). The Company reserves the right to modify, upgrade, suspend, or discontinue any aspect of the Services (or the entirety of the Services), at any time and for any reason, with or without notice, except as restricted by law. This could include adding or removing features, changing the visual design or layout, instituting new limits on certain features, or shutting down the website entirely. For any material changes that could significantly affect Users’ rights or obligations (such as a shutdown of the platform or a transition to a paid-only model), the Company will endeavor to provide advance notice via the website, email, or other appropriate channels. The User agrees that the Company shall not be liable to the User or any third party for any modification, suspension, or discontinuation of the Services in accordance with this provision. The Company also reserves the right to create limits on use and storage at its sole discretion at any time (for example, limiting the number of listings a user can post, or how long data will be retained, or the file size for uploads), with reasonable notice where feasible.
5.2. Content Monitoring and Removal. While the Company is not obligated to monitor User Content or user activities on the site, it reserves the right to do so for the purposes of operating the Services, ensuring compliance with this Agreement, and complying with legal obligations. This means the Company may monitor public areas of the site (like forums, listings, etc.), and it may also access private communications on the platform to the extent permitted by law (for instance, if required for a lawful subpoena or if a user flags a message for moderation, etc.). If the Company, in its sole discretion, determines that any content (including User Content) is objectionable, in violation of this Agreement, or potentially in violation of applicable law, the Company has the right to edit, remove, or disable access to such content without notice. This includes the right to block or remove any messages or materials that the Company, in its judgment, believes is offensive, defamatory, obscene, fraudulent, or which violates the intellectual property rights of others, or any content that is disruptive to the platform environment. The Company also may take steps to report potentially criminal activity to law enforcement or to cooperate with law enforcement or court orders directing the Company to disclose the identity of users posting content that violates the law. No Liability for Removal: The User agrees that the Company shall not be liable for any removal or disabling of content and that the Company’s decision to remove content does not imply endorsement of any remaining content or an obligation to remove all similar content.
5.3. User Account Actions (Suspension or Termination). The Company has the right, but not the obligation, to investigate any violation of this Agreement or any misuse of the Services. The Company may, at its sole discretion and with or without notice, suspend, disable, limit, or terminate any User’s access to or use of the Services (including the User’s account) if the Company believes that: (a) the User has violated any provision of this Agreement or has otherwise acted in a manner that is harassing, unlawful, or harmful to others; (b) the User’s account has been compromised or is being used without authorization; (c) the User is infringing intellectual property, privacy, or other rights of a third party; (d) the User has engaged in fraudulent or deceitful conduct; or (e) it is necessary for security, maintenance, or compliance with law. In some cases, the Company may (but is not obligated to) provide the User with a warning or an opportunity to explain or cure their violation (e.g., sending a notice of violation with a short cure period for minor breaches). However, for serious violations or where required by law, the Company may act immediately. During a suspension, the User may be prevented from logging in, posting new content, or engaging in transactions; the Company will decide when (and if) to lift a suspension once the issue is resolved. If an account is terminated, the User may be permanently barred from re-registering or using the Services in the future. The Company’s failure to enforce any violation immediately does not constitute a waiver of its right to enforce in the future.
5.4. Maintenance and Downtime. The User acknowledges that the Company may need to perform scheduled and unscheduled maintenance on the systems that provide the Services. Scheduled Maintenance: The Company will endeavor to conduct planned maintenance during off-peak hours and, if such maintenance is expected to cause significant downtime or disruption, to provide advance notice via the website or email. Emergency Maintenance: In cases of emergency (e.g., critical security vulnerabilities or system failures), the Company may perform maintenance immediately as needed, which may result in temporary unavailability of the Services or certain features. The Company is not liable for any consequences or losses that the User may incur due to downtime or unavailability of the Services, but the Company will make reasonable efforts to minimize disruptions and restore service as soon as feasible.
5.5. Third-Party Services and Links. The site or Services may contain links to third-party websites or integrate with third-party services (for example, a payment gateway, a map service for addresses, login via third-party SSO, or references to external resources). These third-party sites and services are not under the Company’s control, and the Company is not responsible for their content, offerings, or privacy practices. The inclusion of any link or integration does not imply an endorsement by the Company of the third-party service. If you decide to access any third-party website or service, you do so at your own risk, and such use will likely be governed by the third party’s own terms and policies. The Company shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with the use of any such external sites or resources. Third-Party Components: Additionally, certain features of the Services might be based on or include third-party software or components which may be subject to separate open source licenses or other terms; in such cases, the Company will comply with those licenses and notify Users as required.
5.6. Intellectual Property Rights of the Company. The Company retains all right, title, and interest in and to the Services, the website, and its content (except for User Content as defined in Section 4.2), including but not limited to the platform’s design, layout, look-and-feel, compilation of content, source code, software, databases, and any Company trademarks, logos, or brand elements (collectively, “Company IP”). The Company IP is protected by copyright, trademark, and other intellectual property laws and treaties. Users are granted only a limited, revocable, non-exclusive, non-transferable license to use the Company’s Services and site for their intended purpose in accordance with this Agreement. Nothing in this Agreement shall be construed to transfer or assign any intellectual property rights to the User, except for the limited license to use the Services. Users shall not remove, obscure, or alter any copyright or trademark notices on the site. Misuse of the Company’s IP, including reproduction, distribution, modification, or creation of derivative works without permission, is prohibited and may result in immediate termination of the User’s account and/or legal action.
5.7. Feedback and Suggestions. If the User provides the Company with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Services (“Feedback”), the User hereby grants the Company a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use, implement, copy, modify, distribute, and otherwise exploit the Feedback, without any obligation of attribution or compensation to the User. The User acknowledges that any Feedback is given voluntarily and the Company may use it without any confidentiality obligation or restriction. The Company welcomes Feedback as it can help improve the Services, but providing Feedback does not give the User any intellectual property or proprietary claim to any improvements or changes made based on such Feedback.
6. Intellectual Property and Proprietary Rights
6.1. Ownership of Site Content. All content provided by the Company on the site, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the compilation and arrangement thereof (collectively, “Site Content”), is the property of the Company or its content suppliers and is protected by relevant intellectual property laws (such as copyright and trademark laws) and international treaties. This also includes any content created or provided by the Company as part of the Services (e.g., any template forms, system-generated pages, etc.). The Company also owns all right, title, and interest in and to the trademarks, service marks, logos, and trade names displayed on the site (e.g., the site’s name and logo), which are protected under trademark laws. You are not permitted to use any of these marks without the prior written consent of the Company. Third-party trademarks (if any) referenced on the site are the property of their respective owners.
6.2. User’s License to Use the Site and Content. The Company grants the User a limited, personal, non-transferable, non-sublicensable, revocable license to access and make use of the Site Content and Services for their intended business purpose, subject to the User’s compliance with this Agreement. Under this license, you may, for example, display the site on your device, download pages for caching as necessary for personal use, or print out pages for your internal business records. However, this license does not allow you to:
- Republish Site Content (such as on another website or medium);
- Sell, rent, or sub-license Site Content;
- Reproduce, duplicate, copy or otherwise exploit the Site Content for any commercial purpose outside the scope of the Services;
- Modify, reverse engineer, or create derivative works based on the Site Content or the site’s software (except to the extent allowed by law notwithstanding this limitation);
- Use any data mining, robots, or similar data gathering and extraction tools on the Site Content;
- Download (other than page caching) any portion of the site or any information contained therein, except as expressly permitted on the site;
- Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information on the site without express written consent.
Any use of the site or Site Content that is not expressly authorized by this Agreement is prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including intellectual property laws and communications regulations.
6.3. Intellectual Property in User Content. The Company does not claim ownership of User Content that you post on or through the Services. As stated in Section 4.2, Users retain ownership (as between the User and the Company) of all intellectual property rights in the User Content they contribute. However, by providing User Content, you grant the Company and other users certain rights to use it as described in Section 4.2. You should only upload or share content for which you have sufficient rights. If you believe your intellectual property has been infringed by content on our site (for example, another user posting your copyrighted material without permission), please refer to our intellectual property policy or notice-and-takedown process (if provided separately) or contact us with details so we can investigate and respond appropriately (the Company may remove infringing content and, in appropriate circumstances, terminate repeat infringers’ accounts).
6.4. Third-Party Intellectual Property. Users are reminded that they too must respect intellectual property owned by others. This means not uploading content or offering products that infringe others’ copyrights, trademarks, patents, or trade secrets. If the site enables the sale of goods, you must ensure they are genuine and lawful (e.g., no counterfeit goods). If you include third-party content (like images or text from elsewhere) in your listings or posts, ensure you have permission or that it is in the public domain or under a suitable license. The Company may at its discretion take down or disable access to content that is alleged to infringe and may provide a mechanism for rights holders to report alleged infringements.
6.5. No Warranty on Content. While the Company endeavors to ensure that all content it provides (like site information or templates) is accurate and up-to-date, it makes no warranties or representations regarding the accuracy or completeness of any content provided by the Company or obtained via the Services. For example, if the Company provides an industry report or blog post on the site, it’s for general information and not a guarantee. The Company disclaims all liability for errors or omissions in Site Content, and it is the User’s responsibility to evaluate and confirm the accuracy of any content or information obtained through the Services.
7. Privacy & Data Protection
7.1. Compliance with Data Protection Laws. The Company is committed to protecting the privacy of Users and complying with applicable personal data protection laws, including, to the extent applicable, the EU General Data Protection Regulation (GDPR), Russia’s Federal Law No. 152-FZ “On Personal Data”, and the People’s Republic of China’s Personal Information Protection Law (PIPL), among others. Detailed information on how the Company collects, uses, stores, and discloses personal information can be found in our Privacy Policy, which is hereby incorporated by reference into this Agreement. By using the Services and providing personal data, the User acknowledges and agrees to the practices described in the Privacy Policy. In the event of a conflict between this Agreement and the Privacy Policy regarding personal data handling, the Privacy Policy will prevail.
7.2. Personal Data Collected. The Company may collect and process personal data from Users and their representatives as necessary to provide the Services and for the purposes described in the Privacy Policy. The types of personal data may include, for example: contact information (names, addresses, phone numbers, email addresses), organizational details (company name, industry, etc.), account credentials, IP addresses, device information, usage logs, and any personal data contained in communications or documents you provide through the platform. Where the User provides personal data of others (e.g., adding a colleague’s contact as a user, or sharing an employee’s details), the User represents that it has obtained all necessary consents or authority to disclose that personal data to the Company. The Company will only process personal data in accordance with applicable legal grounds (e.g., contract necessity to provide the service, legitimate interests such as fraud prevention, or user consent where required for certain activities like marketing).
7.3. Use of Personal Data. Personal data will be used for various business-related purposes, such as: (a) setting up and maintaining user accounts; (b) facilitating transactions and communications between users; (c) personalizing user experience on the site; (d) providing customer support; (e) sending service-related notices or important updates (including changes to terms or policies); (f) sending marketing communications about our services or events, but only in accordance with applicable law (e.g., obtaining consent or providing opt-outs where required); (g) improving the platform functionality and developing new services; (h) ensuring security and preventing fraud; and (i) complying with legal obligations (e.g., verifying identity for KYC/AML compliance if needed, responding to legal process). The Company will not sell personal data to third parties for their own marketing without consent. Any sharing of personal data with third-party service providers (processors) is done under appropriate contracts that protect the data and limit its use to the specified purpose. A list or category description of such third-party recipients can be found in the Privacy Policy.
7.4. Data Localization and Cross-Border Transfers. The Company’s data hosting infrastructure may be distributed across multiple jurisdictions to ensure high availability and performance. Russia: In compliance with Russian data protection law requirements regarding data localization, personal data of Russian citizens provided during registration or use of the Services will be stored and processed on servers located within the territory of the Russian Federation, in addition to any foreign copies if applicable (unless an exemption applies). European Economic Area (EEA): If the Company transfers personal data from the EEA to a country that is not deemed by the European Commission to have adequate data protection, the Company will ensure appropriate safeguards are in place (such as EU Standard Contractual Clauses, an approved code of conduct or certification, or verifying the recipient is certified under frameworks like the EU-U.S. Data Privacy Framework, as applicable). China: For personal information collected within mainland China, if cross-border transfer is necessary (for example, to Company’s servers or support teams outside China), the Company will comply with PIPL requirements, which may involve conducting security assessments or other required measures before transferring personal data out of China. By using the Services, Users acknowledge that their personal data may be processed in countries outside their country of residence, which may have different data protection standards, but the Company will take steps to ensure an adequate level of protection as described above.
7.5. Confidentiality and Security Measures. The Company has implemented technical and organizational measures to protect personal data and other confidential information against unauthorized access, alteration, disclosure, or destruction. These measures include, but are not limited to: encryption of data in transit (e.g., using TLS/HTTPS), encryption of certain sensitive data at rest, access controls restricting personal data to personnel on a need-to-know basis, firewalls and intrusion detection systems, regular security audits, and employee training on data protection. However, Users should be aware that no method of electronic transmission or storage is completely secure, and the Company cannot guarantee absolute security. Users also have a role in security: you must maintain the confidentiality of your account credentials (as noted in Section 2.2) and properly sign out of shared devices. If you become aware of any security incident or suspected breach affecting the Services or your account, you should notify the Company immediately so that steps can be taken to mitigate any potential damage. In the event of a data breach involving personal data, the Company will notify affected individuals and regulators as required by applicable law (for example, GDPR requires notification to authorities within 72 hours in certain breach scenarios).
7.6. User Rights regarding Personal Data. Depending on your jurisdiction and the applicable law, you may have certain rights regarding personal data that the Company holds about you (if you are an individual, like a sole proprietor or a representative of a company). These rights may include:
- Right to Access: You can request information about what personal data the Company has about you and to obtain a copy of that data (subject to the rights of others and reasonable limitations, e.g., repetitive requests or those that would jeopardize others’ privacy may be limited).
- Right to Rectification: If you believe any personal data the Company holds is inaccurate or incomplete, you can request it be corrected or updated. You can also log in to your account to directly correct certain basic information yourself.
- Right to Erasure (Right to be Forgotten): You may request deletion of your personal data under certain circumstances, for instance, if it is no longer necessary for the purposes collected, or if you withdraw consent (where consent was the basis for processing), or you object to processing and there are no overriding legitimate grounds. However, note that certain data may be retained by the Company to comply with legal obligations or legitimate interests (see Data Retention below).
- Right to Restrict Processing: You can ask the Company to limit processing of your personal data in specific situations, such as while a dispute about accuracy or legality of processing is being resolved.
- Right to Data Portability: For data you provided and which is processed by automated means under consent or contract, you can request it in a structured, commonly used, machine-readable format, and you have the right to have it transmitted to another controller where technically feasible.
- Right to Object: If the Company processes your data based on legitimate interests, you have the right to object to that processing on grounds relating to your particular situation. If you object, the Company will evaluate whether its legitimate grounds override your interests or rights. Where personal data is processed for direct marketing purposes, you have the right to object at any time to that processing (which includes profiling related to direct marketing), and upon such an objection, the Company will cease processing your data for marketing purposes.
- Right to Withdraw Consent: Where processing is based on your consent, you have the right to withdraw consent at any time, without affecting the lawfulness of processing that happened prior to withdrawal. For example, you can opt out of marketing emails by using the unsubscribe link or adjusting your preferences, and the Company will stop sending them.
- Right to Lodge a Complaint: If you believe your data protection rights have been violated, you have the right to file a complaint with a supervisory authority (e.g., a Data Protection Authority in the EU, or relevant regulator in other jurisdictions). We would, however, appreciate the chance to address your concerns directly before you approach a regulator, so we encourage you to contact us first.
To exercise any of these rights, you should follow the procedures outlined in the Privacy Policy or contact the Company’s data protection contact (which may be a dedicated email or web form). The Company may need to verify your identity before acting on certain requests, to ensure that personal data is not disclosed to an unauthorized person. The Company will respond to requests within the timeframe required by law (e.g., under GDPR, generally within one month, extendable by two months for complex requests with notice to you). Please note that certain rights may be limited under local law; for example, Russian law has specific provisions for accessing and correcting personal data, and Chinese law enumerates rights similar to but not identical with GDPR. The Company will adhere to the rights as provided by applicable law in the relevant context.
7.7. Data Retention. The Company will retain personal data only for as long as is necessary to fulfill the purposes for which it was collected, as outlined in the Privacy Policy, or as required or permitted by law. For example, if you delete your account, the Company may delete most of the personal data associated with your account, but retain transactional records or communications you had through the platform for a certain period (to have an audit trail, or as required by e-commerce laws or financial regulations). Also, backup copies of data might not be immediately deleted but will be overwritten over time. The Company will periodically review the data it holds and either delete or anonymize data that is no longer needed. Aggregate or anonymized information that does not identify a person may be retained indefinitely. If you have specific questions about retention periods for certain categories of data, you can contact the Company for more details, and in some cases, these are detailed in the Privacy Policy (e.g., “we keep account information for X years after account deletion”).
7.8. Confidential Information. In the course of using the Services, you might share confidential business information with the Company or with other users (e.g., through RFQs, deals, messaging). The Company will treat your confidential information with reasonable care and not disclose it to outside parties except as needed to provide the Services or as required by law. However, the Services are primarily a platform for user-driven content, so the Company is not responsible for what other users do with any confidential information you share with them. Use caution when sharing sensitive information; consider using non-disclosure agreements outside of the platform if needed before sharing proprietary details. If you need to share sensitive information with the Company’s support team for troubleshooting, it will be used only for that purpose and protected accordingly.
8. Limitation of Liability and Disclaimers
8.1. Disclaimer of Warranties. To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Services, the site, and any content or materials provided therein. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may arise out of course of dealing, course of performance, or usage of trade. The Company does not warrant that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that there may be periods of downtime or technical issues, and while the Company endeavors to fix bugs and maintain security, it does not guarantee that the Services are invulnerable to all attacks or free from all viruses. The Company does not guarantee the accuracy, timeliness, or reliability of any information obtained through the Services (whether provided by the Company, users, or third parties). Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk, and you will be solely responsible for any damage that results from the download or use of any such material. No advice or information (whether oral or written) obtained by you from the Company or through the Services shall create any warranty not expressly stated in this Agreement. In certain jurisdictions, some disclaimers may not apply if specific warranties are legally required; in such cases, the disclaimers shall apply to the greatest extent permitted by law.
8.2. Limitation of Liability. To the extent permitted by law, in no event shall the Company (including its affiliates, officers, directors, employees, agents, or licensors) be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of (or inability to use) the Services or this Agreement. This includes, without limitation, damages for loss of profits, loss of goodwill, loss of data, business interruption, accuracy of results, or computer failure or malfunction. The above limitation applies whether the claim is based in warranty, contract, tort (including negligence), strict liability, or any other legal theory, and whether or not the Company has been informed of the possibility of such damage. The Company’s liability for damages, in the aggregate, shall in no event exceed the greater of: (a) the total amount of fees (if any) you paid to the Company for use of the Services in the six (6) months preceding the event giving rise to the liability, or (b) USD $100 (or equivalent in local currency). Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitation or exclusion may not apply to you in full. In such jurisdictions, the Company’s liability shall be limited to the maximum extent permitted by law.
8.3. Specific Applications of Limitations:
- The Company shall not be liable for any transaction or dispute between users. Users engage in transactions at their own risk, and any remedy or claim in relation to a transaction should be directed to the counterparty in that transaction, not the Company, except where the Company has expressly assumed a role (like if the Company acted as an escrow agent in a specific scheme, its liability might be defined in those terms).
- The Company is not responsible for any content posted by users or third parties, even if such content is accessible via the platform (e.g., advertisements or listings). Any opinions or statements expressed by users do not reflect those of the Company.
- The Company shall not be liable for any force majeure events that affect the Services, such as natural disasters, strikes, war, acts of terror, government actions, internet outages, or other events beyond its reasonable control. In such cases, the obligations of the Company may be suspended for the duration of the event.
- If you are dissatisfied with the Services, or any of these terms, your sole and exclusive remedy is to discontinue using the Services.
8.4. Indemnification by Company. The Company will operate the platform with reasonable care, but given the nature of a user-driven platform, the Company cannot control every action. While the Company does not in this Agreement provide an indemnity to users (and generally does not, as its liability is limited as above), note that certain laws might impose liability on a platform provider under specific circumstances (e.g., hosting illicit content after being properly notified). The Company aims to comply with such laws to avoid harm to users, but if something does slip through, the limitations above would apply. (This section is just to clarify that we’re not providing an indemnity to you, whereas in Section 9 you provide one to us.)
8.5. Additional Exclusions. The Company specifically disclaims any liability for any lost or compromised data that you or others may experience due to delays, non-deliveries, misdeliveries, or service interruptions (as beyond what’s required by law). The Company is not liable for any viruses or malicious code that may infect your computer or other property on account of your access to or use of the Services (it’s recommended that you use your own antivirus solutions). The Company has no obligation to store or maintain any content you post for any period beyond what is required by law or a Company’s internal policies – ensure you have backup of your own data. The Company also disclaims liability for any third-party conduct or content on the platform, or any third-party sites or services integrated with or linked from the platform (see Section 5.5).
9. Indemnification (User’s Duty to Hold Harmless)
9.1. User’s Indemnity. To the maximum extent permitted by law, you (the User) agree to defend, indemnify, and hold harmless the Company, its parent company, subsidiaries and affiliates, and their respective officers, directors, employees, and agents (collectively, the “Indemnified Parties”), from and against any and all claims, actions, suits, investigations, proceedings, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to any of the following: (a) your use of the Services or content you post, in a manner not authorized by this Agreement and/or in violation of any applicable law; (b) any breach or alleged breach by you of this Agreement, including any warranties or representations made by you hereunder; (c) any transaction, interaction, or dispute between you and another user or a third-party (e.g., a dispute over goods you sold or purchased via the platform, or a dispute over posted content) unless caused by the Company’s breach of this Agreement; (d) the Company’s use of the User Content you submit (provided such use is in accordance with this Agreement) including any claim that such User Content infringes or misappropriates the intellectual property or privacy rights of a third party; or (e) your negligence or willful misconduct. You agree to reimburse the Indemnified Parties on demand for any expenses (including legal fees) that they incur in connection with investigating or defending such claims and to pay any settlement amounts or damages, fines, or other payments resulting from such claims.
9.2. Procedure. If the Company seeks indemnification from you under this Section, it will promptly notify you in writing of the claim (provided that any failure to notify promptly will only affect your obligations to the extent such delay materially prejudices your ability to defend the claim). The Company shall have the right to approve your counsel, which approval shall not be unreasonably withheld, and to reasonably participate in the defense at its own expense; however, you shall control the defense and related settlement negotiations. You may not settle any claim in a manner that admits fault by an Indemnified Party or imposes any non-monetary obligation on an Indemnified Party without that party’s prior written consent. The Company reserves the right, at its option, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without relieving you of your indemnification obligations), in which case you agree to cooperate with the Company’s defense of such claim. This indemnification obligation will survive any termination or expiration of this Agreement.
9.3. Exclusions and Limitations. In some jurisdictions, certain indemnity provisions may not be enforceable for particular types of claims (for instance, in the EU, a consumer might not be able to fully indemnify a business for all negligence on the business’s part). However, since this Agreement is for business users, a broad indemnity is generally acceptable. If you are using the Services on behalf of a corporate entity, these obligations will be binding on that entity. This Section 9 does not limit any other rights and remedies the Company may have under law or equity.
10. Changes to the Agreement
10.1. Right to Modify. The Company may revise or update this Agreement (including any referenced policies such as the Privacy Policy or other specific terms) from time to time in its sole discretion, especially to reflect changes in the law, our Services, or for other legitimate business reasons. If a revision is material, as determined by the Company, we will make a reasonable effort to notify you in advance of the changes becoming effective. Notification may occur by various means, including but not limited to: posting the updated Agreement on the site (with a new effective date indicated at the top or bottom), a pop-up or notification upon login, or via email to the address associated with your account. It is your responsibility to review the Agreement periodically for changes. If you do not agree with any amendments, you must stop using the Services and, if applicable, close your account before the changes take effect. By continuing to use the Services after the updated Agreement has become effective (and after being notified of the update as described), you agree to be bound by the revised terms. The updated Agreement will supersede all prior versions.
10.2. Material Changes and Consent. For changes that are both material and require user consent under applicable law (for example, potentially changes to dispute resolution provisions or increases in user obligations), the Company will ensure that such consent is obtained. This may be through requiring you to click “I Agree” to the new terms when you next log in or through other affirmative mechanisms. If you withhold consent to a change that legally requires consent for continued use, the Company may terminate your access to the Services, provided it gives you a reasonable opportunity to export your data (if applicable) and provided that such termination is permitted by law.
10.3. Minor or Non-material Changes. Changes that are editorial in nature, relate to new features (which you can choose whether or not to use), or are required to comply with law likely will be considered non-material. The Company reserves the right to make such changes effective immediately upon posting or at a stated later date. Such changes might not be specifically communicated via email or personal notification, so again, checking the “Last Updated” date at the top or bottom of this Agreement can help you keep track of any modifications.
10.4. Emergency Changes. In certain situations, such as to address newly emerged legal requirements or security vulnerabilities, the Company might not be able to provide advanced notice. In such cases, the Company will still post the revised Agreement and will note the effective date. Use of the Services after the effective date constitutes acceptance. If a user misses notice and later objects to a change, the remedy is to cease use of the Services (subject to any binding commitments already made prior).
11. Term and Termination
11.1. Term of Agreement. This Agreement commences on the date you first accept it (as described in Section 1.1, such as by using the Services or clicking to agree) and will remain in effect until terminated by either you or the Company as provided herein. Certain provisions of this Agreement that by their nature should survive termination (for example, indemnification, liability, intellectual property licenses, confidentiality, and dispute resolution provisions) shall continue in effect after termination.
11.2. Termination by User. You may terminate this Agreement at any time for any reason by discontinuing use of the Services and, if you have an account, by deleting or deactivating your account. Instructions for account deletion are available via the account settings page or by contacting customer support. If you terminate and you were in the midst of any transaction or subscription, you may still be obligated to fulfill those commitments or pay any accrued fees, as appropriate. Note that simply uninstalling a mobile application or ceasing to log in will not automatically delete your account – you should follow the specified account closure steps. Upon request, the Company can confirm account deletion in writing (via email).
11.3. Termination or Suspension by Company. The Company may suspend or terminate your account and/or access to the Services immediately, without prior notice or liability, for any reason the Company deems appropriate, including without limitation: (a) your breach of any provision of this Agreement or documents it incorporates; (b) extended periods of account inactivity (for example, if an account is not accessed for more than 12 months, the Company reserves the right to consider it abandoned and disable or delete it, after due notice sent to your registered email); (c) your engagement in fraudulent, illegal, or abusive activities; (d) requests by law enforcement or other government agencies; (e) discontinuance or material modification of the Services (or any part thereof); or (f) unexpected technical or security issues or problems. The Company will make good faith efforts to notify you after taking any action to suspend or terminate, via the email on file or upon your next attempt to access the account, stating (if feasible) the reason for the action and any options for recourse. Suspension often is a temporary measure to allow investigation of an issue; termination is permanent account closure. The Company shall not be liable to you or any third-party for any termination of your account or access to the Services, or removal of content, provided such termination is in accordance with this Agreement.
11.4. Effect of Termination. Upon any termination of this Agreement: (a) all rights and licenses granted to you under this Agreement will immediately cease; you must stop using the Services and any Company-provided software; (b) you will remain responsible for any obligations (like fees owed or shipments pending) that have accrued up to the date of termination; (c) the Company may delete or deactivate your account and all related information and files, or alternatively, bar any further access to such files (the Company is not obligated to provide you with copies of your data following termination, except as might be outlined in our Privacy Policy or as required by law; it is recommended you export or backup any data you need prior to terminating your account); and (d) at the Company’s request, you shall certify in writing that you have destroyed or returned all Company confidential information in your possession (if any). Termination of this Agreement shall not limit the Company’s rights or remedies at law or in equity in case of breach by the User (during the term of Agreement) of any of your obligations. The Company will not be liable for compensation, reimbursement, or damages on account of any loss of prospective profits, goodwill or on account of any expenditures, or commitments in connection with your use of the Services, or in connection with any termination or suspension of the Services.
11.5. Survival. All provisions of this Agreement which by their nature should survive termination shall survive, including without limitation: any obligation you have to pay the Company or indemnify the Company, any limitations on the Company’s liability, any terms regarding intellectual property ownership and licenses, and terms regarding disputes between you and the Company.
12. Governing Law and Dispute Resolution
12.1. Governing Law. This Agreement, and any disputes arising out of or relating to it or the use of the Services, shall be governed by and construed in accordance with the laws of [the jurisdiction where the Company is registered or chooses, e.g., the State of ___, Country], without regard to its conflict of law principles. However, the foregoing choice of governing law shall not deprive the User of any consumer protection rights (if applicable, though this is B2B) or other mandatory protections that are provided under the laws of the country of User’s residence or principal place of business, to the extent those apply (especially relevant if those jurisdictions are Russia, a member state of the EU, or China, as mentioned). In other words, if you are using the Services in a jurisdiction that has laws which by their terms must apply to certain aspects of this Agreement regardless of the chosen law (e.g., certain data protection, electronic commerce, or product liability laws), those laws will be considered in the application of this Agreement.
12.2. Initial Dispute Resolution and Negotiation. In the event of any controversy, claim, or dispute between the User and the Company arising out of or relating to this Agreement or the Services, the parties agree to first attempt in good faith to resolve the dispute informally. You should contact the Company at [contact information, e.g., support email] or through the support channels provided, and provide a brief written description of the issue and your contact information. Both parties shall use good faith efforts to arrange a telephone or video conference (or exchange written communications) within 30 days of the notice of the dispute to discuss and attempt to resolve the matter. Each party shall have a representative with decision-making authority participate in such discussions. If the dispute is resolved through these informal negotiations, the solution can be documented in a settlement or simply implemented by the parties.
12.3. Mediation (Optional). If initial negotiations do not resolve the dispute, the parties may (but are not obligated to) attempt to settle the dispute by mediation administered by a neutral mediation service in a mutually agreed location (or via online mediation). The costs of mediation could be split, or as agreed, and the mediation would be confidential. This is an optional step often beneficial in business disputes to preserve relationships.
12.4. Arbitration / Litigation. (The appropriate dispute resolution clause may depend on the Company’s location or preferences – some global platforms choose arbitration, others choose courts. The user asked to consider laws of three jurisdictions, but that doesn’t specify dispute method, probably best to allow local jurisdiction’s courts as needed.)
Option A: Arbitration Clause (if we choose arbitration) – example for cross-border:
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, that cannot be resolved through negotiation as set forth above, shall be finally resolved by binding arbitration. The arbitration shall be conducted in [specified location, or a major city, or “virtually”] under the auspices of [arbitration institution, e.g., the ICC, the LCIA, the HKIAC, etc.], in accordance with its Arbitration Rules. The number of arbitrators shall be one (1) unless the parties agree to three. The arbitration proceedings and all pleadings and evidence shall be in the [English language], unless both parties agree to another language. The arbitrator shall have the authority to award any relief that a court of competent jurisdiction could award under law or in equity, except that the arbitrator shall not award punitive or exemplary damages unless such damages are permitted by the law of the governing jurisdiction (and then only to the extent permitted). The arbitration award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Confidentiality: The parties agree that the arbitration and any information disclosed in the course of the arbitration shall remain confidential, and neither party shall use or disclose any such information except for the purposes of the arbitration or enforcement of the arbitration award. Exception: Notwithstanding the foregoing, either party may seek injunctive relief or other provisional remedies from a court of competent jurisdiction as necessary to protect their rights or property pending the outcome of arbitration, and for claims not subject to arbitration (if any, such as injunctive relief in aid of arbitration or specified IP claims if carved out).
Option B: Court Jurisdiction Clause – since the user specifically mentioned Russia, EU, China, perhaps the expectation is local courts:
If the dispute is not resolved amicably, then, except as provided below, the dispute shall be submitted to the exclusive jurisdiction of the courts of [Company’s location, or specific jurisdiction]. Jurisdiction for Specific Regions: Recognizing the international nature of our user base, the Company may allow certain disputes to be heard in the courts of other jurisdictions for the convenience of local users: For example, if you are a company based in the Russian Federation, you may bring a claim against the Company in the courts of the Russian Federation, and if you are a company based in a member state of the European Union, you may bring a claim in the courts of that member state, to the extent that such jurisdiction’s laws mandate or allow such action regardless of the above choice of venue. However, the Company retains the right to seek enforcement of judgments or provisional remedies through any competent court. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.
12.5. Class Action Waiver (if applicable). To the extent permitted by applicable law, the parties agree that any arbitration or court proceeding shall be conducted only on an individual basis and not as a class, collective, consolidated, or representative action. If for any reason a claim proceeds in court rather than arbitration, the parties waive any right to a jury trial (if applicable in that jurisdiction) and agree that any claim can only be brought in an individual capacity (not consolidated with others or as part of a class action).
12.6. No Trial by Jury (if in courts). IF THE DISPUTE IS LITIGATED IN COURT, BOTH PARTIES HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED TO THIS AGREEMENT. (This is mainly relevant in US context; jury trials are uncommon in commercial disputes elsewhere.)
12.7. Legal Fees and Costs. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs. However, if applicable law or a specific arbitration rule prohibits the shifting of fees, then this provision would not apply.
12.8. Time Limit to Bring Claims. To the extent permitted by law, any claim or cause of action arising out of or related to this Agreement or the use of the Services must be filed within one (1) year after such claim or cause of action arose, or be forever barred. This means that if you have a claim, you should pursue it promptly; do not delay beyond a year (some jurisdictions may not allow this shorter limitation, in which case the minimum allowed period will apply).
13. Miscellaneous
13.1. Entire Agreement. This Agreement, together with any other legal notices or additional terms and conditions or policies published by the Company on the site (which are incorporated herein by reference), constitutes the entire agreement between you and the Company concerning the Services, and supersedes all prior or contemporaneous communications, proposals, understandings, and agreements, whether electronic, oral, or written, between you and the Company with respect to the Services. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, or statement not expressly set out herein.
13.2. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be deemed modified or limited to the minimum extent necessary so that it becomes valid and enforceable (if possible), and if a modification is not possible, then such provision shall be severed from this Agreement. The remaining provisions of this Agreement will continue in full force and effect. Any invalid/unenforceable provision shall, to the extent permitted by applicable law, be interpreted in a manner that is consistent with the original intent of the parties (e.g., if a time period is too long to be enforceable, it should be shortened to the maximum enforceable period).
13.3. No Waiver. No failure or delay by the Company to exercise any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver of any provision of this Agreement will be effective only if in writing and signed by an authorized representative of the Company. A waiver of any breach or default does not constitute a waiver of any subsequent breach or default.
13.4. Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company. Any attempted assignment or delegation by you without such consent will be null and void. The Company may assign this Agreement or any of its rights hereunder to any third party without your consent, including in connection with any merger, acquisition, sale of assets, or by operation of law. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.
13.5. Relationship of Parties. You and the Company are independent contractors; nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between the parties. Neither party has the authority to bind or incur obligations on behalf of the other. Each party is responsible for its own expenses and employees.
13.6. No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it (except as specifically provided in indemnification where Indemnified Parties, though not signatories, may be covered).
13.7. Language. This Agreement is drawn up in Russian, Chinese, and English languages. All versions are equally authoritative. However, the parties acknowledge that minor discrepancies might occur due to translation. The intent is that all versions reflect the same obligations and rights. In the event of any significant inconsistencies between language versions, the parties (to the extent possible) shall interpret the Agreement in the manner that best achieves the purpose of the Agreement. They may refer to the meaning of terms in the other languages to clarify intent, but there is no single “master” language declared here, as all are considered authentic. You can set your preferred display language on the site, but legally, any of the provided official language versions is binding.
13.8. Notices. The Company may provide notices to you via email (to the address associated with your account), hard copy mail (if you have provided a mailing address), postings on the site, or other legally accepted means. It is your responsibility to keep your account contact information up to date. Notices sent by email shall be deemed received on the day they are sent, or if sent after business hours, on the next business day. Notices by posted letter shall be deemed received 5 business days after mailing (for domestic post) or 10 business days (for international post). You may contact the Company for notices or questions by using the contact information provided on the site (e.g., support email or physical address). All communications shall be in the language that you use in the platform or English if not specified. If you are required to give a notice to the Company under this Agreement (e.g., for a legal dispute or an indemnification claim), you must do so in writing via confirmed delivery (like courier or registered mail) to the Company’s registered address or legal department address as provided.
13.9. Headings and Interpretation. The headings in this Agreement are for reference only and have no legal effect. The words “including” or “includes” shall be deemed to be followed by “without limitation” unless explicitly stated otherwise. In case of any ambiguity in this Agreement, it shall not be construed against the drafter (the Company) solely by virtue of authorship. Both parties had the opportunity to review and negotiate this Agreement, or in the case of a standard online agreement, to accept or reject it by choosing to use or not use the Services.
13.10. Export Control and Sanctions. You agree to comply with all export and re-export restrictions and regulations, as well as sanctions laws, that may apply to the use of the Services or any content accessed. You will not, directly or indirectly, use, sell, export, re-export, transfer, divert, or otherwise dispose of any content, software, or service to any destination, entity, or person prohibited by applicable laws or regulations (including those implemented by the UN, EU, U.S., or other countries) without obtaining prior authorization from the competent government authorities as required by those laws and regulations. By using the Services, you represent that you are not located in, under the control of, or a national or resident of any restricted country, nor are you on any restricted party list (such as the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Entity List or similar lists by EU or other authorities). The Company may limit access to the Services in certain regions if required by law or if providing the Services would violate sanctions.
13.11. Electronic Contracting. You acknowledge that your electronic assent (whether by clicking “I agree” or similar actions) to this Agreement constitutes your acceptance of this Agreement and has the same force and effect as your physical signature. You also agree that communications via electronic means (such as emails or notifications on the site) satisfy any legal requirement that such communications be in writing. The Company is not required to retain a paper copy of this Agreement for it to be enforceable, and you agree that a printed version of this Agreement or any notice given in electronic form shall be admissible in judicial or administrative proceedings to the same extent as other business documents originally in printed form.
13.12. Contact Information. If you have any questions about this Agreement or the Services, or if you need to provide notice to the Company as required in this Agreement, please contact us at: Email: doc@lihua.group, Mailing Address: Li Hua Group – Data Protection Office, Ankang Road, Yinpeng Xizhu Yuan Community, Building A, 7th Floor, Room 708, Xishan District, Kunming City, Yunnan Province, People’s Republic of China. Telephone: +86 187 87 187 969 (China), or +7 (922) 319-52-82 (Russia).. The Company’s contact details may be updated from time to time, and any such change will be reflected on our site’s “Contact Us” or similar page.
By continuing to use the site and Services, you acknowledge that you have read, understood, and agree to all the terms and conditions of this Agreement. We thank you for being part of our platform and look forward to facilitating your B2B interactions in a secure and compliant manner.
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