PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
IN PARTICULAR, CUSTOMERS SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE COUNTRIES.
Last Updated: July 25, 2015
TERMS OF SERVICE
If you are using the Site, Application or Services, you are contracting with B2B Research, Inc. with respect to use of the b2bresearch.com Site, Application or Services, and with our payment provider suppliers with respect to any payments or payouts from or to you conducted through the Site, Application or Services. B2B Research, Inc. are hereinafter referred to as "B2B Research", "we", "us", or "our").
B2B Research provides the online platform that gives access to professionals and industry experts in the form of sending them questions and receiving their answers or arranging a telephone/Skype conversation (collectively, the "Services"), which Services are accessible at https://b2bresearch.com and any other websites through which B2B Research makes the Services available (collectively, the "Site") and as applications for mobile devices (the "Application"). By using the Site or Application, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Content (defined below), and your participation in the Expert Community Program (defined below), and constitute a binding legal agreement between you and B2B Research. Please also read carefully our Privacy Policy at https://b2bresearch.com/privacy. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.
Key Terms
"B2B Research Content" means all Content that B2B Research makes available through the Site, Application, or Services, including any Content licensed from a third party.
"Content" means lists of countries, industries, sub-industries, descriptions of functional roles, titles and prices; text, graphics, images, software (excluding the Application) or other materials.
"Member" means a person who completes B2B Research's account registration process as described under "Account Registration" below.
Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Content.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
Modification
B2B Research reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including its Fees, at any time and without prior notice. If we modify these Terms, we will either post the modification on the Site or via the Application or otherwise provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.
Eligibility
The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.
How the Site, Application and Services Work
The Site, Application and Services can be used to give access to professionals and industry experts in the form of sending them questions and receiving their answers or arranging a telephone/ Skype conversation with them for our Customer. You may view different parameters of choice for these professionals and industry experts as an unregistered visitor to the Site, Application and Services; however, if you wish to buy the Service, you must first register to create a B2B Research Account (defined below).
As stated above, B2B Research gives access to professionals and industry experts in the form of sending them questions and receiving their answers or arranging a telephone/ Skype conversation with them for our Customer. B2B Research is not an employer of these professionals or industry insiders and B2B Research cannot guarantee successful access to all professionals or industry insiders ordered on the Site or Application. Unless explicitly specified otherwise in the B2B Research platform, B2B Research's responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services and (ii) facilitating the execution of Customers’ orders with professionals and industry insiders.
PLEASE NOTE THAT, B2B RESEARCH IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL QUOTES FRO ACCESS TO PROFESSIONALS AND INDUSTRY INSIDERS. ACCORDINGLY, ANY ORDERS WILL BE MADE OR ACCEPTED AT THE MEMBER'S OWN RISK.
Account Registration
In order to access certain features of the Site and Application, and to order the Service, you must register to create an account ("B2B Research Account") and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.
You can also register to join by logging into your account with certain third-party social networking sites ("SNS") (including, but not limited to, Facebook; each such account, a "Third-Party Account"), via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your B2B Research Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to B2B Research through the Site, Services or Application; or (ii) allowing B2B Research to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to B2B Research and/or grant B2B Research access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating B2B Research to pay any fees or making B2B Research subject to any usage limitations imposed by such third-party service providers. By granting B2B Research access to any Third-Party Accounts, you understand that B2B Research will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Site, Services and Application via your B2B Research Account and B2B Research Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your B2B Research Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or B2B Research's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your B2B Research Account and your Third-Party Accounts, at any time, by accessing the "Settings" section of the Site and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. B2B Research makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and B2B Research is not responsible for any SNS Content.
Your B2B Research Account and your B2B Research Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active B2B Research Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. B2B Research reserves the right to suspend or terminate your B2B Research Account and your access to the Site, Application and Services if you create more than one (1) B2B Research Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your B2B Research Account, whether or not you have authorized such activities or actions. You will immediately notify B2B Research of any unauthorized use of your B2B Research Account.
Lists of Industries
We will include and from time to time change the lists of available industries and sub-industries on the Site and Application. These lists are not representative of all existing industries or sub-industries. Different countries chosen may have different meanings or specifics of any particular industry or sub-industry. B2B Research accepts no liability for the difference in the meaning that may arise in connection with the difference in such industry or sub-industry definitions.
Lists of Professions
We will include and from time to time change the lists of available functional areas and job titles on the Site and Application. These lists are not representative of all existing functional areas and job titles. Different countries chosen may have different meanings or specifics of any particular functional areas and job title. B2B Research accepts no liability for the difference in the meaning that may arise in connection with the difference in such functional area and job title definitions.
Personification of Experts
By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other third parties will be limited to a claim against other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from B2B Research with respect to such actions or omissions.
Buying the Service and Financial Terms
Key definitions:
"B2B Research Fees" means the amounts that are due and payable by Customers for the Service.
"Cost per Interview or CPI" means the total cost payable for the selected Service divided by the amount of interviews orders. The total cost (Total Fees) may include such extra services as survey programming which in turn can affect the CPI.
"Programming Fees" means the fees we charge our Customers for programming the survey in survey software such as Survey Monkey or Google Forms.
"Total Fees" means collectively all fees for the Service.
"Order" means the selection completed through the Site or Application and paid or otherwise confirmed by the Customer through a separately established procedure in the case such mutual procedure is in existence.
Financial Terms for Customers
If we are unable to confirm an Order within 72 hours, any amounts collected by B2B Research for the Order will be refunded to the applicable Customer's credit card and any pre-authorization of such credit card will be released. When you confirm an Order, B2B Research will send you an email, text message or message via the Application confirming such Order, depending on the selections you make via the Site, Application and Services. B2B Research will collect the Total Fees at the time of buying the Service. The Total Fees payable will be displayed to a Customer before the Customer confirms an Order.
You as a Customer agree to pay B2B Research the Total Fees for any service requested in connection with your Order on behalf of your B2B Research Account. In order to buy the Service, you understand and agree that B2B Research reserve the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the Total Fees or (ii) charge your credit card a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting (e.g. one Swiss franc or one British pound), to verify your credit card. As a general rule, B2B Research will collect the Total Fees due once B2B Research receives confirmation from B2B Research production that the Order will be completed on the terms given in the Order. Total Fees may also be collected at a later point. Please note that B2B Research cannot control any fees that may be charged to a Customer by his or her bank related to B2B Research's collection of the Total Fees, and B2B Research disclaims all liability in this regard.
In connection with your requested Order, you will be asked to provide customary billing information such as name, billing address and credit card information either to B2B Research or its third-party payment processor(s). You agree to pay B2B Research for any confirmed Services made in connection with your B2B Research Account in accordance with these Terms by one of the methods described on the Site or Application, e.g. by PayPal or credit card or by wire transfer if you chose this payment method. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the Order, either directly by B2B Research or indirectly, via a third-party online payment processor or by one of the payment methods described on the Site or Application. If you are directed to B2B Research’ third-party payment processor(s), you may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your confirmed transaction is complete you will receive a confirmation email summarizing your transaction.
General Booking and Financial Terms
Cancellations and Refunds
If, as a Customer, you cancel your Order before Our Production Department confirms it and we have collected the Total Fee, but no later than 72 hours after the confirmation of the Order by you, B2B Research will charge you a 10% cancellation fee and refund the remaining pre-authorization to your credit card and/ or refund any nominal amounts charged to your credit card in connection with the requested booking within a commercially reasonable time. If, as a Customer, you wish to cancel an Order made via the Site, Application and Services, either prior to, but after Our Production Department have confirmed the execution of your Order or after 72 hours past the time of Order, or after receiving the answers to your questions sent to Experts or Industry Insiders or after your telephone interviews with them, the cancellation will forfeit 100% of the amount paid for the Order.
If you have a claim related to the quality of an Expert or Industry Insider, you should write to us at support@b2bresearch.com. We will then assess your case and make a decision which will be final. We will replace or refund all interviews when our Experts or Industry Insiders commit proven factual errors related to their industrial expertise. Details regarding refunds and cancellation policies are available via the Site and Application. No refunds or interview replacements will be made however in relation to the content of information, its usefulness or practical application of answers received from our Experts or Industry Insiders.
If we cancel a confirmed Order made via the Site or Application, (i) B2B Research will refund the Total Fees for such Order to the applicable Customer within a commercially reasonable time of the cancellation and (ii) the Customer will receive an email or other communication from B2B Research containing alternative options and other related information. If the Customer requests another Order from one of the alternative options and we confirm it, then the Customer agrees to pay B2B Research the Total Fees relating to the confirmed Order in accordance with these Terms.
In certain circumstances, B2B Research may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Order made via the Site, Application and Services. This may be for reasons beyond our control or for any other reason. B2B Research may also determine, in its sole discretion, to refund to the Customer part or all of the amounts charged to the Customer in accordance with this Cancellation and Refunds Policy. You agree that B2B Research and the relevant Customer will not have any liability for such cancellations or refunds.
Rounding Off
B2B Research may, in its sole discretion, round up or round down amounts that are payable from or to Customers to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, B2B Research will round up an amount of $132.50 to $132.00, and $224.49 to $224.00.
Some currencies are denominated in large numbers. In those cases, B2B Research may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for B2B Research to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.
Payment Processing Errors
We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.
Foreign Currency
B2B Research's online platform facilitates payments in different currencies, which may require foreign currency conversions to accommodate these differing currency preferences. Although the B2B Research platform allows users to view the price of Listings in a number of currencies, the currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location.
Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. Currency conversion rates will vary from time to time.
Key definitions
"Display Currency" means the currency in which users view Total Fees on the B2B Research platform. Customers may choose and change the Display Currency in order to view the Total Fees in a number of different supported currencies.
"Transaction Currency" means the currency in which a Customer has to pay for his or her transaction. At the time the Customer submits a booking request, the B2B Research platform will select the Transaction Currency, based on the Customer's country of origin and the payment methods available for that country. B2B Research supports only a certain number of currencies as Transaction Currencies.
"Base Exchange Rate" means a system-wide rate used by B2B Research for foreign currency conversion that is in effect at the time the foreign currency conversion is processed, and does not include any fee or mark-up by B2B Research. B2B Research establishes the Base Exchange Rate using data from one or more third parties such as OANDA (http://www.oanda.com).
"Adjusted Exchange Rate" means a rate for foreign currency conversion that is calculated by adding a mark-up to the Base Exchange Rate. This mark-up represents a charge imposed by B2B Research for its holding costs and foreign currency risks.
Foreign currency conversions on the B2B Research platform
B2B Research Payments will process a foreign currency conversion in the following situations:
B2B Research updates the Base Exchange Rate on a regular basis, but not on a real-time basis. In particular, B2B Research does not always change the Base Exchange Rate immediately when its costs of foreign exchange change. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.
Please note that your payment company (for example, your credit or bank card issuer) will use a currency conversion rate for and may impose a currency conversion fee on your payment or payout, if your card or bank account is denominated in a currency that is different from the Transaction Currency. Similarly, third-party payment processors may also use a currency conversion rate for or impose a currency conversion fee on your payment or payout. All of these currency conversion rates and fees are not controlled by or known to B2B Research.
User Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Content. In connection with your use of the Site, Application, Services and Content, you may not and you agree that you will not:
B2B Research has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
B2B Research may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against B2B Research or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of B2B Research, its users, or members of the public. You acknowledge that B2B Research has no obligation to monitor your access to or use of the Site, Application, Services or Content, but has the right to do so for the purpose of operating and improving the Site, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms.
Privacy
You agree that B2B Research's Privacy Policy (as may be updated from time to time) governs B2B Research's collection and use of your personal information.
Ownership
The Site, Application, Services, and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Content, including all associated intellectual property rights, are the exclusive property of B2B Research and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Content.
Additional Terms
Our Services have different products and Total Fees, so sometimes additional terms or product requirements may apply to your use of those products. For example, additional terms apply if you refer new users to B2B Research ("Referral Program") or participate in our Expert Referal program. If additional terms are available for the relevant product or Services you use, those additional terms become part of these Terms.
Application License
Subject to your compliance with these Terms, B2B Research grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. B2B Research reserves all rights in the Application not expressly granted to you by these Terms.
Links
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that B2B Research is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by B2B Research of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
Some portions of the B2B Research platform implement Survey Monkey Content and Google Forms services. Your use of such services is subject to their own terms of use.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of B2B Research used herein are trademarks or registered trademarks of B2B Research. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services ("Feedback"). You may submit Feedback by emailing us, through the "Contact" section of the Site and Application, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of B2B Research and you hereby irrevocably assign to B2B Research and agree to irrevocably assign to B2B Research all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.
Copyright Policy
B2B Research respects copyright law and expects its users to do the same. It is B2B Research's policy to terminate in appropriate circumstances the B2B Research Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
Suspension, Termination and B2B Research Account Cancellation
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your B2B Research Account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your B2B Research Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Application, Services, your B2B Research Account or receive assistance from B2B Research Customer Service, You may cancel your B2B Research Account at any time by sending us an email.
Disclaimers
IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR CONTENT OR PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. THE SITE, APPLICATION, SERVICES, CONTENT AND REFERRAL PROGRAM ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM B2B RESEARCH OR THROUGH THE SITE, APPLICATION, SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND CONTENT, THE SERVICE RECEIVED VIA THE SITE, APPLICATION AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM REMAINS WITH YOU. NEITHER B2B RESEARCH NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT B2B RESEARCH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL B2B RESEARCH'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO SERVICES OBTAINED VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM, EXCEED THE AMOUNTS YOU HAVE PAID VIA THE SITE, APPLICATION AND SERVICES AS A CUSTOMER IN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN B2B RESEARCH AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Indemnification
You agree to release, defend, indemnify, and hold B2B Research and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Content or your violation of these Terms; (b) your (i) interaction with Experts; (c) your participation in the Referral Program or your accrual of any B2B Research Special Discounts.
Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between B2B Research and you regarding the Site, Application, Services, Content, and any bookings or Listings of Accommodations made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between B2B Research and you regarding the use of the Site, Application, Services, and Content.
Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without B2B Research's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. B2B Research may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by B2B Research (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Controlling Law and Jurisdiction
These Terms and your use of the Services will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in New Castle County, Wilmington, Delaware or a United States District Court, District of Delaware located in Wilmington, Delaware for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
Dispute Resolution
You and B2B Research agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and B2B Research are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and B2B Research otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration and a separate form for Delaware residents) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and B2B Research otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $5,000, then the arbitration will be conducted solely on the basis of documents you and B2B Research submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $5,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Changes. Notwithstanding the provisions of the "Modification" section above, if B2B Research changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the "Last Updated Date" above or in the date of B2B Research's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and B2B Research in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
General
The failure of B2B Research to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of B2B Research. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Third party beneficiary
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third party beneficiaries of these Terms for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to these Terms.
Contacting B2B Research
If you have any questions about these Terms or any App Store Sourced Application, please contact B2B Research at support@b2bresearch.com
