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TERMS AND CONDITIONS OF USE

 

Last Update: 24/03/2020

 

Welcome to BSAMPLY. Please read these Terms and Conditions of Use before using bsamply.com (the “Site”) or accessing our services, features and content.

 

Bsamply, Inc. (“BSAMPLY”) owns and operates the Site which connects buyers, manufacturers and producers in the textile, interior design and garment industries. The Site gives registered members (“Members”) the ability to search for raw materials, order samples, and partner with manufacturers, among other related services (collectively, the “Services”). These terms and conditions of use and the other policies referenced herein (collectively, the “Terms”) set forth the legally binding terms and conditions for your use of the Site and the Services, including the BSAMPLY App, which you can learn more about here.

 

1       Accepting these Terms

2       Your Privacy

3       Your BSAMPLY Account

4       Your Content

5       Use of BSAMPLY’s Services

6       Payments

7       Termination or Suspension of Services

8       User Suggestions

9       Electronic Communications

10     Representations, Warranties and Disclaimers

11     Indemnification

12     Disputes

13     Miscellaneous

1. Accepting these Terms

 

These Terms constitute a legally binding agreement between you and BSAMPLY. By using any of our Services, including just browsing our Site, you are agreeing to these Terms (including our Privacy Policy). If you do not agree to these Terms, you may not access our Site or our Services.

 

These Terms apply to all users of the Site, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise. In addition, we have additional policies which may apply to you depending on how you use our Site, which are part of our Terms, so be sure to read the policies that are relevant to you:

 

Rules for Suppliers

 

Rules for Buyers

 

Rules for Producers

 

The Terms are subject to change by us at any time, with or without notice to you, effective upon posting an updated version on the Site. The Terms are effective as of the “Last Updated” date above. Each time you visit the Site or use any of the Services, you are deemed to have accepted the latest version of these Terms.

2. Your Privacy

 

Our Privacy Policy details how your information is used when you use the Services and visit our Site. By using the Services, you’re agreeing that we can process your information in the ways set out in the Privacy Policy, so please read it here.  BSAMPLY is a B2B site intended for commercial use only.

 

In the course of using the Site and our Services, you may also be sharing personal information with the suppliers, buyers and producers who utilize our Site. Since BSAMPLY allows Members to interact with and purchase directly from suppliers and producers, these other parties may process personal information (for example, your name, e-mail address and shipping address) in the course of fulfilling orders and providing their services. Likewise, you may utilize third-party payment platform to purchase items in connection with your BSAMPLY account and these third-party payment platforms may process and store your personal information in the process. In each case, the actual processor of your data is considered a separate and independent data controller of your personal information under EU law. Each party is responsible for the personal information it processes when using our Site. BSAMPLY will not be responsible for unauthorized disclosures of personal information that are made by our third-party users, suppliers, producers and service providers. If you have questions about how third-parties handle and process your personal data, then you must review their individual privacy policies before sharing your personal information with them.

 

If, however, BSAMPLY is found to be a joint data controller of a user’s personal information, and if BSAMPLY is sued, fined, or otherwise incurs expenses because of something that the joint data controller did or failed to do, then such party agrees to indemnify BSAMPLY for those costs and expenses associated therewith, as further described in Section 11 regarding Indemnification.

 

As part of the Services, we may allow you to link your third-party accounts such as LinkedIn (each a “Third Party Account”) to your BSAMPLY profile. By signing into the Service through or linking your BSAMPLY account to any Third Party Account, you permit us to access, collect, store and use certain information made available to BSAMPLY by such Third Party Account sites. You ultimately control how much information is accessible via Third Party Accounts via your privacy settings on such sites. Please note that these account sharing restrictions may result in you being unable to use some or all features of our Site.

3. Your BSAMPLY Account

 

AGE RESTRICTIONS

You must be at least the age of majority in the state or country where you live, and in any event no younger than 18 years old, when visiting the Site or using BSAMPLY Services.

 

REGISTRATION

Access to the majority of BSAMPLY Services will require you to register with us and create an account on the Site. If you register with us, you agree to provide us with accurate information and update it when necessary. It is expressly prohibited to impersonate another person or company during the account registration process. If you are accepting these Terms and accessing the Site and/or using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. When choosing an account name, you may not use language that is offensive, vulgar, infringes someone’s intellectual property rights or otherwise violates our Terms.

 

ACCOUNT SECURITY

You are solely responsible for the activity that occurs on your Account and for keeping your account password secure. You must notify us immediately of any breach of security or unauthorized use of your Account and be sure to promptly change your password if you have any concern that it may be compromised.

 

YOUR RELATIONSHIP WITH BSAMPLY

BSAMPLY provides a B2B marketplace for users to connect with each other. These Terms do not create any agency, partnership, joint venture, employment or franchisee relationship between you and BSAMPLY.

4. Your Content

 

The content that you post or submit while using our Services, whether publicly or privately, is yours (“Your Content”). BSAMPLY makes no claims to Your Content including anything you post using our Services (such as profile pictures, material and product images and descriptions, reviews, comments, usernames etc.).

 

RESPONSIBILITY FOR YOUR CONTENT

You are solely responsible for Your Content. You represent that you have all necessary rights to Your Content, and you are not infringing or violating any third party’s rights by posting it or using it in connection with our Services.

 

PERMISSION TO USE YOUR CONTENT

By posting or submitting Your Content through our Services, you give BSMAPLY a license to use it in connection with providing our Services and with growing and promoting our business.  Specifically, by posting Your Content, you grant BSAMPLY a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content. This allows us to provide the Services and to promote BSAMPLY, your BSAMPLY page, or the Services in general, in any formats and through any channels, including through any of our partners, third-party websites or advertising mediums. You agree not to assert any moral rights or rights of publicity against us for using Your Content. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content contains any personal information.

 

The above license allows us to do a range of things that make BSAMPLY work its best like re-sizing an image so it renders well when a user accesses your page via a mobile device, or promoting your company profile to prospective buyers. BSAMPLY’s strength is in the quality and variety of its users and we like to showcase this when we can on our Site, our blog or in ads for our Services.

 

DELETING YOUR CONTENT

You may delete Your Content from our Site, such as when you delete a product listing. When you do so, either directly, or through a request to BSAMPLY, Your Content will be removed from the Services. However, you understand that any of Your Content that is removed may persist in backup copies for a reasonable period of time.

 

INAPPROPRIATE, FALSE, OR MISLEADING CONTENT

You may not post any content which is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious or objectionable to BSAMPLY, it’s users or any third parties. You also agree not to post any content that is false, misleading or uses our Services in a manner that is fraudulent or deceptive.

 

REPORTING UNAUTHORIZED CONTENT

BSAMPLY is committed to respecting intellectual property rights and following appropriate legal procedures to remove infringing content from our Site. If any or your rightful content has been posted to our Site or used in connection with our Services without your permission and you wish to have it removed, please send us an e-mail at us at legal@bsamply.com with COPYRIGHT NOTICE in the subject line. Please include the following information in your e-mail:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of where the material that you claim is infringing is located on BSAMPLY;
  • Your address, telephone number and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

 

BSAMPLY reserves the right to remove any content alleged to be infringing without prior notice, in its sole discretion, and without liability to you. In appropriate circumstances, BSAMPLY may also terminate a your BSAMPLY account.

 

LICENSE GRANT

By registering on our Website, you grant BSAMPLY and sub licensees the right to use your trademark (which includes company name, logos, slogans used to identify your products) for promotional and commercial purposes related to the purchase and sale of your goods through the Services.

 

5. Use of BSAMPLY’s Services

 

BSAMPLY grants you a limited, non-exclusive, non-transferable, and revocable license to use our Site and Services, subject to our Terms and solely for purposes related to the purchase and sale of goods through the Services for business use. In particular, please refer to the following restrictions to ensure you understand our expectations for users of BSAMPLY’s Site and Services.

 

COMPLIANCE WITH LAWS

You agree that you will not violate any laws in connection with your use of our Services, including any local, state federal and international laws that may apply to you. For example, it is your responsibility to obtain and maintain any permits required to sell or buy goods via our Site. When using our Services, you may not engage in fraud (including false claims or infringement notices), theft, anti-competitive conduct, or any other unlawful acts against BSAMPLY, our Members or any third party. BSAMPLY has the right (but not the obligation) to remove or edit any of Your Content that violates these Terms.

 

RESPECT OUR SITE

You agree not to crawl, scrape, or spider any page on our Site or to reverse engineer or attempt to obtain the source code of the Services. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code. None of Your Content may consist of or contain viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of spam.

 

RESPECT BSAMPLY INTELLECTUAL PROPERTY

BSAMPLY and/or its licensors retain all right, title and interest in and to its trademarks, designs, text, graphics, images, video, information, logos, button icons, software, audio files and other content it uses in connection with the Site and Services (collectively, “BSAMPLY IP”). All BSAMPLY IP is the property of BSAMPLY or its licensors. The compilation (meaning the collection, arrangement and assembly) of all BSAMPLY IP is the exclusive property of BSAMPLY and is protected by copyright, trademark, patent and other laws. Unauthorized use of the BSAMPLY IP may violate these laws and/or applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service mark and other proprietary notices contained in the original BSAMPLY IP when making any specifically authorized thereof.

 

You are not allowed to:

 

  • use our trademarks, service marks or logos without our prior written permission in each instance;
  • use the BSAMPLY IP for any purpose other than your lawful use of the Services in compliance with these Terms.

6. Payments

 

PAYMENTS FOR PURCHASES

You are obligated to pay for purchases made via the BSAMPLY Site and all sales facilitated by our Site are binding. You are solely responsible for collecting and/or paying any applicable taxes for any purchase or sales you make using the BSAMPLY Services. You are reminded that BSAMPLY Members may be located in different jurisdictions so be sure to understand all costs associated with your purchase and how such costs will be allocated between the buyer and seller. BSAMPLY will not be responsible for collecting or remitting any fees in connection with the transactions between BSAMPLY Members.

 

MEMBERSHIP FEES

Registered Members of BSAMPLY are required to select and purchase a subscription plan among those available on the Site (each a “Subscription Plan”). The Services covered by the Subscription Plans are better described in online registration phase and a summary of your current plan may be found on your Membership page. Subscription fees may change from time to time and Members will be notified in advance.

 

When a Member purchases a Subscription Plan for any BSAMPLY Services or any additional services that BSAMPLY offers for a fee, either on a one-time or subscription basis, such Member agrees to BSAMPLY storing its payment or credit card information. The payment for the Subscription Plan chosen by the Member will be automatically charged periodically (e.g. monthly, quarterly, semi-annually, or annually depending on the plan selected). Each payment will be made in advance and will not be refundable.

 

Some of our Supplier Subscription Plans include a transaction fee that is calculated as a percentage of the sales you make using the BSAMPLY Services. The percentage is based on the invoiced amount (including fees and charges such as shipping and handling). If you have a Subscription Plan that includes transaction fees, then each time you arrange a sale using the BSAMPLY Services, the transaction fee will be automatically charged to your payment method on file. The transaction fee percentage varies depending on your Subscription Plan as well as the source of the merchandise sold (for example, BSAMPLY charges a higher rate on temporary stock). Please review the terms of your Subscription Plan on your Membership page for additional information about the applicability and rate of transaction fees.

 

The Member agrees to pay all applicable fees for any BSAMPLY Services (including, without limitation, recurring periodic subscriptions fees and any applicable transaction fees) as they become due plus all related taxes, and to reimburse BSAMPLY for all collection costs, non-payment fees, and interest for any overdue amounts on your account. Your obligation to pay fees continues through the end of your subscription period or until you cancel your Subscription Plan according to our Terms.  Please note that all fees are listed exclusive of any value-added tax (VAT) or sales tax that may apply. Please review the terms of your Subscription on your Membership page if you have any questions.

7. Termination or Suspension of Services

 

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account including any or all of Your Content. BSAMPLY may refuse service to anyone, at any time, for any reason.

 

If you wish to terminate your Account, you may do so by following the instructions on the Site. If you elect to cancel your Subscription, such cancellation will become effective as of the end of the then-current Subscription cycle. Any fees already paid are non-refundable and you remain responsible for any outstanding amounts owed.

 

BSAMPLY reserves the right to change, suspend, or discontinue any of the Services at any time, for any reason. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.

 

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

8. User Suggestions

 

BSAMPLY loves hearing from its users and we appreciate your suggestions about how to improve our Services. All unsolicited ideas or materials that you submit to BSAMPLY (not including Your Content or the items you sell via the Services) are considered NON-CONFIDENTIAL and NON-PROPRIETARY to you. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you. If you do not agree with these Terms you should not provide BSAMPLY with any unsolicited ideas or materials.

9. Electronic Communications

 

By providing us your email or using our Services, you consent to receive communications from us electronically and you may receive emails from us. When you access the Site and/or use our Services or send emails to us, you are communicating with us electronically. We will communicate with you by email or by posting notices on this Site or through any other similar communication tool. You may opt-out of some communications from us by editing your email preferences, as described in our Privacy Policy.

 

By using our Services, you specifically give your consent for BSAMPLY to provide you with such communications (including all legal terms and legally-required disclosures) electronically. You also agree that your agreement with electronic terms and disclosures has the same legal effect as if you had signed an agreement on paper. For example, if language appearing next to a button on our website informs you that you will agree to certain terms by clicking the button, then your click of the button will have the same legal effect as signing an agreement on paper.

10. Representations, Warranties and Disclaimers

 

ITEMS YOU PURCHASE

You understand that BSAMPLY does not manufacture, store, or inspect any of the items sold through our Site. We provide the online marketplace, but all items on our Site are produced, listed, and sold directly by independent sellers, so BSAMPLY cannot and does not make any warranties about their quality, safety, suitability for a particular purpose, or even their legality. Any claim related to an item you purchase must be brought directly against the seller of the item. You specifically release BSAMPLY from any and all claims related to items sold through our Services, including for defective items, misrepresentations by sellers, or items that caused physical injury (such as product liability claims).

 

CONTENT

You may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Site or Services. BSAMPLY is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you access through the Services. You release us from all liability relating to that content.

 

USER INTERACTIONS.

You can use the Services to interact with other members. You understand that we do not screen users of our Services, and you release us from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgment in all interactions and communications with others.

 

THIRD-PARTY SERVICES.

Our Services may contain links to third-party websites or services that we don’t own or control (for example, links to Facebook, Twitter, and Pinterest). You may also need to use a third party’s product or service in order to use some of our Services (for example, on a mobile device). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use. BSAMPLY is not a party to those agreements; they are solely between you and the third party.

 

BSAMPLY’S WARRANTIES.

BSAMPLY STRIVES TO PROVIDE SERVICES THAT PERFORM WELL, BUT WE’RE NOT PERFECT AND SOMETIMES THINGS CAN GO WRONG. YOU UNDERSTAND THAT OUR SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

 

WE DO NOT GUARANTEE THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SERVICES SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

LIABILITY LIMITS.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER BSAMPLY, NOR OUR EMPLOYEES, AFFILIATES, SHAREHOLDERS OR DIRECTORS (THE “BSAMPLY ENTITIES”) SHALL BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. IN NO EVENT SHALL THE BSAMPLY ENTITIES’ AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF $ 2.388 US DOLLARS (USD) OR THE AMOUNT YOU PAID BSAMPLY IN THE PAST TWELVE MONTHS, WHICHEVER IS LESS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification

 

You agree to defend, indemnify, and hold the BSAMPLY Entities harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of these Terms; (ii) your access to, use, or misuse of the Site, and/or the Services; (iii) any of Your Content; or (iv) your violation of any third-party right, including without limitation any intellectual property, or privacy right.

 

We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. For clarity, You further agree to promptly reimburse BSAMPLY and any other indemnified person hereunder for all expenses (including fees and disbursements of counsel) as they are incurred by BSAMPLY or such other indemnified person in connection with investigating, preparing for or defending, or providing evidence in, any pending or threatened action, claim, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not BSAMPLY or any other indemnified person is a party thereto) and in enforcing these indemnification provisions. Your indemnity, contribution, reimbursement and other obligations under these indemnification provisions shall be in addition to any liability that You may otherwise have, at common law or otherwise, and shall be binding on Your successors and assigns.

12. Disputes

 

DISPUTES WITH OTHER USERS

If you find yourself in a dispute with another BSAMPLY Member or a third-party, we encourage you to contact the other party and try to resolve the dispute amicably. In the case of buyer-seller disputes, we suggest that the Members refer to the last agreed-upon terms and conditions of sale between the buyer and seller.

 

BSAMPLY has no obligation to resolve any disputes between users. BSAMPLY will not make judgments regarding any legal issues or claims between BSAMPLY Members. BSAMPLY may, in its sole discretion, suspend or terminate a Member’s account as a result of or pending resolution of a dispute. You release BSAMPLY from any claims, demands, and damages arising out of disputes with other users or parties.

 

DISPUTES WITH BSAMPLY

If you have a concern with BSAMPLY or our Services, please reach out to us so we can address your concerns. If we are unable to resolve your issue, then the following rules will govern any legal dispute involving our Site or our Services:

 

Governing Law: By accessing or using the Site or the BSAMPLY Services, you agree that the laws of the State of New York, without regard to its conflict of laws rules, and the laws of the United States of America will govern these Terms and any dispute of any sort that might arise between you and BSAMPLY.

 

Arbitration: Any dispute or claim arising out of or relating to these Terms, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, unless otherwise required by law. Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in the English language, in accordance with those rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any arbitration under the Terms will take place on an individual basis — class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and BSAMPLY are each waiving the right to trial by jury or to participate in a class action or class arbitration.

 

Costs of Arbitration: Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Commercial Arbitration Rules.

13. Miscellaneous

 

WAIVER AND SEVERABILITY These Terms are the entire agreement between You and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals whether oral, written or electronic between you and us with respect to the Services. The failure of BSAMPLY to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision of these terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

 

FORCE MAJEURE We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

 

ASSIGNMENT These Terms are personal to You, and are not assignable, transferable or sub-licensable by You except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

 

SEVERABILITY If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so the Terms will otherwise remain in full force and effect.

 

CONTACT INFORMATION

 

You may contact us by sending an e-mail to legal@bsamply.com.

 

Last updated on: 24/03/2020

 

 

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