Terms and Conditions of Use
Welcome to BtoTree, your gateway to global business. Take advantage of the opportunities, but please abide by our rules, too.
1. Communications Will Be Sent Electronically
You give your consent for BtoTree to communicate with you solely through Electronic Communications, including all legal terms and legally-required disclosures. 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 you click a button on BtoTree’s website electronically, and language appearing next to the button 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.
BtoTree may provide you with Electronic Communications (a) by emailing them to you at the email address listed in your BtoTree account, (b) by posting them on the BtoTree website or mobile applications, or (c) by making them available via a website designated in an email notice to you.
To ensure that you receive Electronic Communications, you should make sure that the contact information in your BtoTree account is accurate. BtoTree is not responsible for your failure to receive Electronic Communications if you failed to update your contact information.
2. Acceptance of the Terms and Conditions
This contract sets out your rights and responsibilities when you use the services provided by BtoTree (we’ll refer to our website, mobile apps and other services as our “Services”), so please read it carefully. By using any of our Services (even just browsing our website), you are agreeing to the Terms. If you don’t agree with the Terms, you may not use our Services.
You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with BtoTree.com, or (b) you are not permitted to receive any Services under the laws of Japan or other countries / regions including the country / region in which you are resident or from which you use the Services.
You acknowledge and agree that BtoTree.com may change the Terms at any time by amending or restating the Terms on BtoTree.com. By continuing to use the Services or BtoTree.com, you agree that the new Terms will apply to you.
You agree that these English language Terms and Conditions govern your uses of the Services or BtoTree.com and any translations are for convenience only.
You may be required to enter into a separate agreement with BtoTree.com or our affiliate for any Service (“Additional Agreements”). If there is any conflict or inconsistency between these Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
The Terms may not otherwise be modified except in writing by an authorized officer of BtoTree.com.
3. Description of Services
BtoTree.com reserves the right, without prior notice, to restrict access to or use of certain Services to paying Users at our discretion.
BtoTree.com may in our sole discretion limit, deny, create, have differences, or provide different levels of access to and use of any Services with respect to different Users.
Some Services may be provided by BtoTree.com’s affiliates on behalf of BtoTree.com.
4. Use of Service
You agree that you will comply with all applicable laws and regulations when using BtoTree.com or Services.
You agree to use BtoTree.com or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through BtoTree.com (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with BtoTree.com, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from BtoTree.com to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from BtoTree.com is prohibited. Use of any content or materials on BtoTree.com for any purpose not expressly permitted in the Terms is prohibited.
BtoTree.com contains access to content, products or services offered by third parties and you are cautioned to read such web site’s terms and conditions and/or privacy policies before using BtoTree.com. You acknowledge that BtoTree.com shall not be responsible or liable to anyone for third party web sites, or any content, products or services made available on such web sites.
You agree not to undertake any action to undermine the integrity of the computer systems or networks of BtoTree.com and/or any other User nor to gain unauthorized access to such computer systems or networks.
You agree not to undertake any action which may undermine the integrity of BtoTree.com’s feedback system, such as leaving positive feedback for yourself using other Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
By posting or displaying any information, content or material (“User Content”) on BtoTree.com or providing any User Content to BtoTree.com or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to BtoTree.com to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of BtoTree.com, the provision of any Services and/or the business of the User. You confirm and warrant to BtoTree.com that you have all the rights, power and authority necessary to grant the above license.
5. Member Accounts
You must be registered on BtoTree.com to access or use some Services (a registered User is also referred to as a “Member” below). Except with BtoTree.com’s approval, one User may only register one member account on BtoTree.com. BtoTree.com may cancel or terminate a User’s member account if BtoTree.com has reasons to suspect that the User has concurrently registered or controlled two or more member accounts. Further, BtoTree.com may reject User’s application for registration for any reason.
You are solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password except within your business entity. You agree to notify BtoTree.com immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
You agree that all activities that occur under your account (including without limitation, posting any product or company information, subscribing to or making any payment for any services, clicking to accept any Additional Agreements or rules, sending emails using the email account or sending SMS) are authorized by you.
You acknowledge that sharing of your account with others, or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to BtoTree.com or other Users of BtoTree.com. You agree to indemnify BtoTree.com, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. You also agree that in case of the multiple use of your account or Member’s failure to maintain the security of your account, BtoTree.com shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate your account without liability to you or your company.
6. Member’s Responsibilities
Each Member represents, warrants and agrees that (a) you have full authority and power to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use BtoTree.com and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, you agree that your principal place of business will be deemed to be that of your head office and a branch or liaison office will not be considered a separate entity.
Member represents, warrants and agrees that (a) information and material submitted by the Member, whether submitted during the registration process or thereafter throughout the continuation of the use of BtoTree.com or Service, is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
Each Member represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights.
Each Member further represents, warrants and agrees that you shall:
a) carry on your activities on BtoTree.com in compliance with any applicable laws and regulations;
b) conduct your business transactions with other users of BtoTree.com in good faith;
c) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
d) not use the Services or Sites to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
e) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
f) not engage in spamming or phishing;
g) not involve attempts to copy, reproduce, exploit or expropriate BtoTree.com’s various proprietary directories, databases and listings;
h) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
i) not involve any scheme to undermine the integrity of the data, systems or networks used by BtoTree.com and/or any user of BtoTree.com or gain unauthorized access to such data, systems or networks;
j) not engage in any activities that would otherwise create any liability for BtoTree.com or our affiliates.
Member may not use the Services and member account to engage in activities which are identical or similar to BtoTree.com’s business.
If Member provides a business referee, Member represents, warrants and agrees that you have obtained all necessary consents, approvals and waivers from your business partners and associates to (a) act as your business referee; (b) post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about you. You further warrant and agree that all reference letters and comments are true and accurate and third parties may contact the business referees without the need to obtain your consent.
Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for BtoTree.com’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, BtoTree.com shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
Member acknowledges and agrees that BtoTree.com shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Sites. BtoTree.com does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information
Member acknowledges and agrees that the Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
Member acknowledges and agrees that each Member is solely responsible for complying with laws and regulations in its respective jurisdictions.
7. Breaches by Members
BtoTree.com reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to post or display on BtoTree.com which we believe is unlawful, violates the Terms, could subject BtoTree.com or our affiliates to liability, or is otherwise found inappropriate in BtoTree.com’s opinion.
If any Member breaches any Terms or if BtoTree.com believes that any Member is in breach of any the Terms, BtoTree.com shall have the right to impose a penalty against the Member, or suspend or terminate the Member’s account or subscription of any Service without any liability to the Member.
Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
a) evidence that you have willfully or materially failed to perform your contract with a third party including without limitation where you have failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items Member has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,
b) evidence that your have used a stolen credit card or other false or misleading information in any transaction with a counterparty,
c) BtoTree.com believes that the Member’s actions may cause financial loss or legal liability to BtoTree.com or our affiliates or any other Users.
BtoTree.com reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, BtoTree.com may disclose the Member’s identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. BtoTree.com shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against BtoTree.com for such disclosure.
If a Member is in breach of the Terms, BtoTree.com also reserves the right to publish the records of such breach on BtoTree.com. If such breach involves or is reasonably suspected of involving dishonest or fraudulent activities, BtoTree.com also reserves the right to disclose the records of such breach to our affiliates.
BtoTree.com may impose limitations on, suspend or terminate the Member’s use of any Service without being liable to the Member if BtoTree.com has received notice that the Member is in breach of any agreement or undertaking with any affiliate of BtoTree.com. BtoTree.com shall have the right to publish the records of such breach on BtoTree.com. BtoTree.com shall not be required to investigate such breach or request confirmation from the Member.
Each Member agrees to indemnify BtoTree.com, our affiliates, directors, employees, agents and representatives and to hold them harmless from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of BtoTree.com or Services, or from your breach of the Terms.
Each Member further agrees that BtoTree.com is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over BtoTree.com, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. BtoTree.com reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with BtoTree.com in asserting any available defenses.
8. Transactions Between Buyers and Sellers
BtoTree.com provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. BtoTree.com additionally provides electronic web-based transaction platforms for Members to place, accept, conclude, manage and fulfill orders for the provision of products and services online within BtoTree.com subject to the terms of the BtoTree.com Transaction Services Agreement. However, for any Services, BtoTree.com does not represent either the seller or the buyer in specific transactions. BtoTree.com does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on BtoTree.com or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
Users are hereby made aware that there may be risks of dealing with people acting under false pretences. BtoTree.com uses several techniques to verify the accuracy of certain information our paying Users provide us when they register for a paying membership service on BtoTree.com. However, because user verification on the Internet is difficult, BtoTree.com cannot and does not confirm each User’s purported identity (including, without limitation, paying Members). We encourage you to use various means, as well as common sense, to evaluate any party with whom you are dealing.
Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale in connection with using BtoTree.com or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services aquired through transactions using BtoTree.com.
Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of BtoTree.com or Services.
User agrees to provide all information and materials as may be reasonably required by BtoTree.com in connection with your transactions conducted on, through or as a result of use of BtoTree.com or Services. BtoTree.com has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.
9. Limitation of Liability
9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY BTOTREE.com ON OR THROUGH BtoTree.com ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS", AND BTOTREE.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, BTOTREE.COM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH BtoTree.com; BTOTREE.COM DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON BtoTree.com DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND BTOTREE.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON BtoTree.com.
9.3 Any material downloaded or otherwise obtained through BtoTree.com is done at each User’s sole discretion and risk and each User is solely responsible for any damage to btotree.com’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from BtoTree.com or through or from BtoTree.com shall create any warranty not expressly stated herein.
9.4 Each User hereby further agrees to indemnify and save BtoTree.com, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from the User’s use of BtoTree.com, or directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on BtoTree.com. Each User hereby further agrees that BtoTree.com is not responsible and shall have no liability to you, for any material posted by you or others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. BtoTree.com reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with BtoTree.com in asserting any available defenses.
9.5 BtoTree.com shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following.
a) the use or the inability to use BtoTree.com or Services;
b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through BtoTree.com;
c) violation of Third Party Rights or claims or demands that User’s manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on BtoTree.com may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d) unauthorized access by third parties to data or private information of any User;
e) statements or conduct of any User of BtoTree.com; or;
f) any matters relating to Services however arising, including negligence.
9.6 Notwithstanding any of the foregoing provisions, the aggregate liability of BtoTree.com, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of BtoTree.com or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to BtoTree.com or our affiliates during the calendar year and (b) the maximum amount permitted in the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of BtoTree.com or Services must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Term of Use.
9.7 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not BtoTree.com has been advised of or should have been aware of the possibility of any such losses arising.
10. Force Majeure
10.1 Under no circumstances shall BtoTree.com be held liable for any delay or failure or disruption of the content or services delivered through BtoTree.com resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
11. Intellectual Property Rights
11.1 BtoTree.com is the sole owner or lawful licensee of all the rights and interests in BtoTree.com and the SiteContent. BtoTree.com and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in BtoTree.com and Site Content shall remain with BtoTree.com, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by BtoTree.com are hereby reserved.
11.2 "BtoTree.com" logos are registered trademarks or trademarks or service marks of BtoTree, are registered trademarks or trademarks or service marks of BtoTree.com Limited, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
11.3 BtoTree.com may have independent third parties involved in the provision of the Services. You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
12. Contact Information
If you have any questions about the Terms, please email us at [email protected]
12.1 All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to BtoTree.com, or by posting such notice or demand on an area of BtoTree.com that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when.
a) BtoTree.com is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or immediately upon BtoTree.com posting such notice on an area of BtoTree.com that is publicly accessible without charge.
12.2 You agree that all agreements, notices, demands, disclosures and other communications that BtoTree.com sends to you electronically satisfy the legal requirement that such communication should be in writing.
13. General Provisions
13.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and BtoTree.com with respect to and govern your use of BtoTree.com and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
13.2 BtoTree.com and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
13.3 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
13.4 BtoTree.com’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of BtoTree.com’s right to act with respect to subsequent or similar breaches.
13.5 BtoTree.com shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of BtoTree.com).You may not assign, in whole or part, the Terms to any person or entity.
13.6 If you are from outside Japan, The Terms shall be governed by the laws of Japan without regard to its conflict of law provisions and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Japan.