Terms and conditions
Welcome to www.designer2buyer.com an online fashion marketplace (the “Site”) designed to serve fashion brands and designers ("Brands") and resellers ("Retailer"). The Site enables Brands to upload and present their collections to Retailers. The Site and the services provided herein are provided by D2B.
We and You are, from time to time, hereinafter referred to individually as a “party” or collectively as the “parties”.
By accessing and using the Site and the information, including service, items and products available within, in any manner, including but not limited to visiting or browsing the Site, You comply that You have read, understand, and agree to the terms and conditions bound and contained herein, and those additional terms and conditions and policies referred to here and/or available by hyperlink, whether or not You are a registered as member in the Site. This Agreement applies to all users of the Site, including without limitation users who are sellers, customers, merchants, contributors of content, information and other materials or services on the Site.
We reserve the right, at our discretion, to modify these Terms, which modification will be effective immediately following the posting of the modification to the Site or providing notice to you, whichever occurs first, and will apply to causes of action arising after the effective date of the change. We will inform You regarding such modifications via Your email address or by posting such latest changes on the Site. Your continued use of this Site following the posting of changes to these Terms or providing notice to you, whichever occurs first, will mean You accept those changes.
For the purpose of this Agreement the term "Services” shall mean the following: the commercial, promotional, editorial and hosting services provided by D2B to its registered members through the Site.
1. Purpose of the Site
The Site is essentially an international B2B (business to business) & B2C (business to customer) fashion marketplace taking place on the Internet, bringing together Brands & Retailers from all over the world, in which Brands showcase items and/or collections for anyone who operates fashion related business. The purpose of this Site is to provide its members with a unique online fashion marketplace platform to access global exchange mechanism between Brands & Retailers through the Site. The Site consists of an online platform powered by D2B allowing Brands to benefit of wholesale exposure and for the Retailers to have a direct access to a worldwide Brands' collections, items and related information.
This Site allows Retailers to send online orders for the purchase of selected Items (as such term is defined below) or collections offered by Brands on the Site, such online pre-orders being subject to written confirmation by the Brand concerned in accordance with the applicable terms and conditions of sale, and any other conditions negotiated with such Brand. Retailers are therefore strongly advised to check the third party terms and conditions of sale applied by the Brand before sending any pre-orders to Brands on the Site.
Brands may create "Brand Profile Pages" which include customized "items description pages" showing items offered for sale as well as additional relevant information, whereas Retailers may create, "Retailer Profile Pages" which may include information on the items they offer, their clientele and images of their physical store.
For the purpose of this Agreement the following terms shall have the following meaning: "Retailer" shall mean any person or entity acting publicly as fashion professional buyer and/or retailer or reseller (including any online or physical shop, retail shop or department store) validly registered on the Site and given access to the Services upon due completion of the Registration Form, including without limitation for the purposes of selecting and/or pre-ordering Items on a wholesale basis from Brands on the Site with a view to selling such Items.
"Brand" shall mean any person or entity acting publicly as fashion professional Brand, validly registered on the Site and given access to the Services upon due completion of the Registration Form, including without limitation for the purposes of promoting and/or selling Items.
"Items" shall mean fashion items presented in the Site by any registered member (including without limitation fashion and ready-to-wear clothing, footwear, accessories, jewelry and more), subject to and contingent upon potential approval delivered by the Site prior to presenting them on-line.
2. Your Acceptance
3. Membership Registration
With the terms and conditions contained herein, by registering in the Site you agree to provide accurate, truthful, and complete information about You prompted by the Registration Form. By these Terms you are fully responsible for all usage of your account as well as for any actions and consequences that take place on the Site by the use of your account and membership.
4. Ability to Accept Terms
You affirm that You are over the age of 18, as the Site is not intended for children under 18 and therefore by registering as a member in the Site, you warrant and agree that you are 18 years of age or older and that you abide by all of the Terms within this Agreement. If it comes to D2B’s attention through reliable means that a registered user is a child under 18 years of age, D2B will immediately cancel that certain account and/or access to the Site.
5. Website Access and Registration
A. D2B hereby grants You with permission to use the Site, provided that: (i); You will not copy, distribute or modify any part of the Site without D2B’s prior written authorization; (ii) You will not send unsolicited or unauthorized advertisements (without D2B's prior written approval), spam, chain letters, etc.; (iii) You will not transmit any Content and/or User Submissions which contains software viruses, or other harmful computer code, files or programs; (iv) You will not disrupt servers or networks connected to the Site; (v) You will not negatively abuse the Site by way of seeking, approaching, cooperating, conduct business with and/or maintain direct contacts with Brands not in accordance with the provisions of these Terms, i.e. You will not be entitled and You are hereby forbidden from executing any sort of commercial transaction yielded as a result of Your use of the Site, without providing the fees as detailed in Section 6 herein; and (vi) You are and shall always comply with these Terms. Any breach of the conditions set forth above, shall be deemed as a material breach of this Terms, for which You will compensate the Site in the manner described in Section 19 herein.
B. In order to access some of the Services of the Site, You may have to become a registered member and create an account following fulfilling a "Registration Form". You may never use another's account without permission, nor allow any person or entity other than your own, (i.e. the registered member himself/herself/itself) to use or act as a user in Your account and on Your behalf. When creating Your account, You must provide accurate and complete information. You are solely responsible for the activity that occurs in Your account, and You must keep Your account password secure. You must notify D2B immediately of any breach of security or unauthorized use of Your account. You will be liable for any use made of Your account or password and the losses of D2B or others due to such unauthorized use. D2B will not be liable for Your losses caused by any unauthorized use of Your account.
C. In order to become an official registered member of D2B and consequently access and use the Services available on the Site, You must sign up as Brand or Retailer by filling out and submitting electronically the related designated Registration Form accessible on the Site.
When You subscribe to become a registered member of D2B, You may be required to provide D2B with various information as indicated on the online Registration Form, and/or additional information, including, among others, name of representative, business name, postal address, telephone, fax, and email address. A tax identification number may be also required for application, but will not be displayed with Your profile.
Once duly registered as a member of Site, You will be provided with Your own personal and confidential user name and password granting access to and use of the account and Services on the Site.
D. D2B, in its sole discretion, has the right to terminate Your access to the Site immediately and with or without cause.
6. Fees and Services
To sell items on the Site you must provide and maintain a valid PayPal account and postal address. This means that Brands must maintain a valid PayPal account in order to list and sell Items using the Site's platform.
The Site has no subscription - we charge $100 USD one time listing fee, plus 10 percentages of the transaction sale price when the Item sells. The sale price reflects a commission as shall be presented to the Brand during the Items uploading process. The abovementioned percentage shall be charged in respect and related to any consecutive transactions within a period of 3 years following the first transaction executed as a result of the encounter made via the Site between Retailers and Brands (the “Transaction Fee").
The Transaction Fee will be paid for each completed transaction conducted through the Services (i.e. per each payment actually performed based on any given order) based on the transaction price as shall be ultimately agreed upon between Brand and Retailer. For the sake of clarity, the "Transaction Fee" means the total amount of each respective payment of an order for Items placed by Retailer and accepted by a Brand through the Services. No other deductions are permitted when calculating the Transaction Fee.
PayPal shall be the only payment method applicable for each transaction conducted through the Services. You expressly agree that D2B is permitted to bill you for any applicable fees, any applicable tax and any other charges you may incur in connection with your use of the Services and the fees will be billed to your PayPal account. Brand is responsible for maintaining up to date PayPal account information for its respective account.
To safeguard the interests of our users, You are not permitted to perform a transaction by using a payment method other than PayPal. Please note that selling or purchasing an item in any other way is a breach of these Terms and can result in, among other things, suspension or termination of Your access to the Services.
The amount of the Transaction Fee is subject to change by D2B from time to time. Increase to the Transaction Fee for the Site's Services is effective after the Site's provides you with at least ten (10) days' notice by posting the changes on the Site or via email notification. However, the Site may choose to temporarily change it for it's Services for promotional events; such changes are effective when the Site posts the temporary promotional event on the Site or via email notification. The Site may decrease its fees as stated with no notice. The Site may, at it's sole discretion, change some or all of the Site's Services at any time. In the event the Site introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in $US Dollars whereas currency conversion is handled automatically by Paypal.
You are responsible for paying all fees and applicable taxes associated with using the Site.
Any additional taxes imposed in connection with the Transaction Fee shall not be imposed on D2B.
If the Site terminates a listing or your account, if you close your account, or if the payment of your Fee cannot be completed for any reason (for example, if there are no funds in your PayPal account), you shall remain obligated to pay the Site for all unpaid fees plus any penalties, if applicable. If a member's account is not paid in full, such member risks penalties such as termination of the account.
7. Intellectual Property Rights
The content on the Site, including without limitation, the text, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, services, User Submissions (as defined in Section 8 below) and any other content on the Site ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to D2B.
Content on the Site is provided to You “AS IS” for Your information and personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without D2B’s prior written consent. D2B reserves all rights not expressly granted in and to the Site. If You download or print a copy of the Content for personal use, You must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Site.
“Designer2buyer”, the D2B logo, and other marks are Marks of D2B or its affiliates. All other trademarks, service marks, and logos used on our Site are the trademarks, service marks, or logos of their respective owners.
This section shall survive any termination of these Terms.
8. User Submissions
A. The Site permits the submission of Content by You, contingent upon becoming an official registered member (“User Submissions”) and the hosting, sharing and publishing of such User Submissions. You represent and warrant that: You own or have the necessary rights and permissions to use and authorize D2B to use all Intellectual Property Rights in and to any User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of Your ownership rights in Your User Submissions. However, by submitting the User Submissions to D2B, You hereby expressly grant D2B a worldwide, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to (i) use, reproduce, collect, distribute, communicate, promote, market, prepare derivative works of display, and perform the User Submissions in connection with the Site; and (ii) use the data and Content, link from member’s page on the Site and display member’s User Submissions among related pages on the Site to allow others to have access to other member’s User Submissions, by means of any technology or media, whether now known or hereafter to become known - whereas D2B's (and its successor's) business, including without limitation for redistributing part or all of the User Submission (and derivative works thereof) in any media formats and through any media channels, including among others, through any social media channels/platforms, such as Facebook, Twitter, Linkedin, Instagram and alike, and You hereby waive any moral rights in Your User Submission, to the extent permitted by law.
B. You understand that whether or not such User Submissions are published, D2B does not guarantee any confidentiality with respect to any User Submissions. D2B has complete discretion whether to publish Your User Submissions. You shall be solely responsible for Your User Submissions and the consequencesof posting or publishing them. D2B has the right in its sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all Content posted on its Site (including User Submission) at any time and for any reason. Without limiting the foregoing, D2B has the right to delete any comment that it believes, in its sole discretion, does or may violate these Terms by You.
C. You agree that You will not display, post, submit, publish or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless You are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise inappropriate; (vii) involves theft, money laundering or terrorism; or (viii) is otherwise malicious or fraudulent.
D. You understand that when using the Site, You will be exposed to User Submissions from a variety of sources, and that D2B is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of or relating to such User Submissions. You may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You may have against D2B with respect thereto, and agree to indemnify and hold D2B, its owners, affiliates, employees, agents and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to Your use of the Site.
We reserve the right to access, read, preserve, and disclose any User Submissions (whether published or not) or any other information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (b) enforce these Terms, including investigation of potential violations of it, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of D2B, its users or the public.
11. Description of Items.
D2B attempts to be as accurate as possible. However, D2B cannot and does not warrant that the Content available on the Site is accurate, complete, reliable, current, or error-free. D2B reserves the right to make changes in or to the Content, or any part thereof, according to its sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility. All Items offered and sold are maintained, manufactured or imported, and distributed by the respective Brand. The Site only displays the Items, images, prices and information provided by the Brand. Colors and sizes may differ from the actual product in their respective images. Item details such as description, prices, and availability may contain errors and/or omissions. D2B does not guarantee under any circumstances any Items displayed on this Site by the Brand and is not responsible for any damages arising from the use of this Site by any respective user or registered member.
By listing an item on the Site You warrant that both You and all aspects of the Items comply with the Site's policies. You also warrant that you may legally sell the Item. You must accurately describe your Item and all terms of sale in your listing. Your listings may only include text descriptions, pictures and other content relevant to the sale of that Item. All Items must be listed in an appropriate category with appropriate tags.
Arrangement of collection, shipping, packaging and obtaining of insurance coverage of a sold Item is the sole responsibility of the Buyer and the Buyer shall bear all costs for this.
Binding Sale: All sales are binding. The Brand is obligated to ship the order or otherwise complete the transaction with the Buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the Buyer fails to meet the terms of the Brand's listing (such as payment method), or (b) the Brand cannot authenticate the Buyer's identity. The Buyer is obligated to deliver appropriate payment for Items purchased, unless there is an exceptional circumstance.
Fee Avoidance: The price stated in each Item listing description must be an accurate representation of the sale. Brands may charge reasonable shipping and handling fees to cover the costs for packaging and posting the items. Brands may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding Site's transaction fees, misrepresent the Item's location, or use another user's account without permission.
12. Brands' Specific Obligations
Upon registration as Brand, You will be provided with access to Your own personal Brands Page (the “Brand’s Proflie Page”).
The Brand's Profile Page will be managed by You personally and may include:
- The Brand's information, business name, official address and so on;
- Promotional information, bio, posts, images, videos and more;
- Your collections' relevant information for each collection listed and displayed on the Site on Your terms of order;
- Your Item's respective relevant information for each Item listed and displayed on the Site, including without limitation: a digital image of the Item, its references, wholesale price, size, technical and care details;
- An extract of Your terms and conditions of sales including specific information on Your terms of order (minimum and maximum quantity of Items available, the terms of delivery, and terms of payment);
When You are using the Services as a Brand and if You are already registered as a Retailer, You might have your Retailer account automatically suspended.
When You are using the Services as a Brand, You acknowledge and agree that limited personal information may be collected and processed by the Site in order to compile statistical information about Your browsing habits, click patterns and access to the Site that will be disclosed solely to Retailers you visited while browsing on the Site.
D2B allows Brands to rate the Retailers after the completion of each order ("Retailers Rating"). Such Retailers Rating might be posted under the Retailer's respective name. If a Retailer does not want his/her/its name to appear in any Retailers Rating, please do not rate the Retailers on the Site. To be useful to other users, those Retailers Ratings must be made in good faith after reasonable evaluation of those Retailers.
13. Retailers' Specific Obligations
Upon due registration as Retailer through the Registration Form accessible on the Site, You will be provided with Your own personal member account and ID’s for use of and access to the Services on the Site, including to the Brand's Profile Pages.
As Retailer, You are solely responsible for any information You post on the Site and have an opportunity to review, change, revise, or update such information at any time.
Retailers may create their own "Retailer Profile Pages" which may include information on the items they may offer, their clientele and images of their physical store. D2B strongly recommends that, before You send any pre-order through the Site, You verify the complete terms and conditions of sale of the Brands from which You may be considering sending an order or purchasing a product.
You acknowledge, as Retailer, that this Site allows You to send online pre-orders for the purchase of selected Items offered by Brands on the Site and that such online pre-orders are subject to written confirmation by the Brand concerned in accordance with the applicable terms and conditions of sale, and any other conditions negotiated with such Brand.
When You are using the Services as Retailer, You acknowledge and agree that limited personal information (i.e., name of the store, city, country) may be collected and processed by the Site in order to compile statistical information about Your browsing habits, click patterns and access to the Site that will be disclosed solely to Brands you visited while browsing on the Site.
D2B allows Retailers to rate the Brands after the completion of each order ("Rating"). Such Rating might be posted under the Retailer's respective name. If a Retailer does not want his/her/its name to appear in any Rating, please do not rate the Brands on the Site. To be useful to other users, those Ratings must be made in good faith after reasonable evaluation of the Brands.
14. Software and Equipment
You are specifically prohibited from any use of the Site, and You agree not to use or permit others to use the Site, for any of the following: (i) take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure, including but not limited to the distribution or posting of “spam”, chain letters, pyramid schemes or other such unsolicited mass e-mailing techniques; (ii) distribute viruses or any other technologies that may harm the Site, D2B, or the interests or property of other members and users; (iii) disclose to, or share with, the assigned member ID’s with any unauthorized third parties or using the assigned member ID’s for any unauthorized purpose; (iv) attempt to decipher, decompile, disassemble or reverse engineer any of the software or HTML code comprising or in any way making up a part of the Site; (v) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; (vi) upload, post, emailing or otherwise transmitting any information, materials, or proprietary rights that You do not have a right to transmit under any law or under contractual or fiduciary relationships; (vii) violating any applicable national or international law, including, but not limited to, any regulations having the force of law; or (viii) using any robot, spider, intelligent agent, other automatic device, or manual process to search, monitor or copy web pages of the Site without D2B's prior written permission, provided that generally available third party web browser may be used without such permission.
It is Your sole responsibility to acquire and maintain, at Your own expense, the computer hardware, software, communications infrastructure and access accounts required to safely and securely access the Internet and the Site as well as to safely download any content from the Site.
15. Copyright and Content Policy
It is the policy of D2B to respect the legitimate rights of copyright and other intellectual property owners. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the "DMCA"), D2B has designated an agent (specified below) to receive notifications of claimed copyright infringement on its sites. Please be advised that We enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.
If You believe that Your work has been copied in a way that constitutes copyright infringement or that Your intellectual property rights have been otherwise violated, please provide D2B’s Copyright Agent with the following information in accordance with the DMCA:
1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that You claim has been infringed;
3. a description of where the material that You claim is infringing is located on the D2B’s Site, with enough detail that We may find it on our Site; providing URLs in thebody of an email is the best way to help us locate content quickly;
4. Your address, telephone number, and email address;
5. a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
6. a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
D2B’s' agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
If You believe that the material you posted was removed by mistake, and that You have the right to post the material, You may elect to send us a counter notice. To be effective the counter-notification must be a written communication provided to our designated agent that includes substantially the following:
A physical or electronic signature of the member.
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. Providing URLs in the body of an email is the best way to help us locate content quickly.
A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
The member's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located and that the member will accept service of process from the person who provided notification of infringement or an agent of such person.
Such written notice should be sent to our designated agent as follows:
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
16. Relationship between users, members and third parties
This Terms shall not govern the relationship between Retailers and Brands regarding the transfer of legal ownership of any Item . The supply of Services and the sale of Items performed by members or any other third parties, are not governed, in any manner whatsoever, by this Agreement
D2B is not directly involved in the transactions between Buyers and Brand. As a result, D2B has no control over the quality, safety, morality or legality of any aspect of the Items listed, the truth or accuracy of the Items listings, the ability of Brands to sell Items or the ability of Buyers to pay for Items. The Site does not pre-screen content or information provided by users. The Site cannot ensure that a Buyer or Brand will actually complete a transaction. Consequently, the Site and D2B does not transfer legal ownership of any Items from the Brand to the Buyer. The Site cannot guarantee the true identity, age, and nationality of a user and encourages You to communicate directly with potential transaction partners through the tools available on the Site. You agree that the Site is a merely a venue platform and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on the Site. You use the Site service at your own risk.
This Site allows Buyers to send online pre-orders for the purchase of selected Items offered by Brands on the Site, such online pre-orders being subject to written confirmation by the Brand concerned in accordance with the applicable terms and conditions of sale, and any other conditions negotiated with such Brand. Buyers are therefore strongly advised to check the third party terms and conditions of sale applied by the Brand before sending any pre-orders to Brands on the Site.
Each member hereby acknowledge that D2B shall under no circumstances be deemed liable for the supply of services and the sale of Items performed by members or any other third parties and for the execution and the performance of all transactions related thereto, including without limitation, with respect to the sending, confirmation, refusal to accept, proof, withdrawal or cancellation, shipping, delivery, price and payment of any pre-order or confirmed order among members and between members and any other third parties, such transactions being subject solely to the terms and conditions of sale of the Brand concerned, and to any other condition agreed among Buyer and such Brand.
You agree not to hold D2B responsible for other members' Content and User Submissions actions or inactions, information posted or items listed on the Site. D2B is not involved in the actual transaction among members and between members and any other third parties. We have no control over and do not guarantee the quality, safety or legality of items advertised or information posted on the Site, the truth or accuracy of members’ Content and User Submissions, the ability of Brands to sell items, the ability of Buyers to pay for items, or that a member will actually complete a transaction.
If you have a dispute with one or more users or registered members, you release D2B (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. Notwithstanding the previous paragraph, should D2B be deemed to be liable, then, its sole, complete and absolute liability to any member or to any third party is limited in any case, as set forth in Section 18 (Limitation of Liability) of this Agreement.
17. Limitation of Liability and Warranty
THE FOLLOWING SECTION REGARDING LIMITATION OF LIABILITY AND WARRANTYAPPLIES WHETHER OR NOT THE SERVICES PROVIDED UNDER THE SITE ARE FOR PAYMENT.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND D2B, THE SITE (INCLUDING THE CONTENT, USER SUBMISSION AND ANY OTHER SERVICES PROVIDED THEREBY), IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WHILE WE MAKE REASONABLE EFFORTS TO ENSURE THAT THE SITE WILL FUNCTION AS CLAIMED, D2B DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, VIRUS ATTACKS AND THE LIKE, OR THAT IT WILL ALWAYS BE AVAILABLE. THE SITE WILL OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. IN ADDITION, YOU AGREE THAT D2B WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO ITS USERS THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS, ETC.
YOU SPECIFICALLY ACKNOWLEDGE THAT D2B SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
D2B DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT APPEARS IN ITS USERS' SUBMISSION OR THAT IS FEATURED OR ADVERTISED ON THE SITE.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTION WITH OTHER D2B USERS. IF YOU HAVE A DISPUTE WITH ANY OTHER USER OF THE SITE, YOU AGREE THAT D2B IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. D2B RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE BETWEEN TWO OR MORE USERS, ARISING OUT OF THEIR USE OF THE SITE.
UNDER NO CIRCUMSTANCES SHALL D2B, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS AND AGENTS BE LIABLE FOR ANY LOSS OF MONEY, GOODWILL, REPUTATION, SPECIAL, INDIRECT, DIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE AND ITS SERVICES EVEN IF D2B HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION TO THE EXTENT PERMITTED BY LAW YOU AGREE THAT THE D2B’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE THE AGGREGATE OF THE AMOUNT (IF ANY) PAID BY YOU IN THE 12 MONTHS IMMEDIATELY PRECEDING BRINGING OF A CLAIM AGAINST D2B OR ITS AFFILIATES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
18. Material Breach
You agree to defend, indemnify and hold harmless D2B, its affiliates, and their respective officers, directors, employees, advisors and agents, from and against any and all claims, damages (actual or consequential), obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) of every kind and nature, known or unknown,arising from: (i) Your use of the Site; (ii) Your violation of these Terms; (iii) Your violation of any third party right, including without limitation any copyright, property, publicity or privacy right; or (iv) any claim that one of Your User Submissions caused damage to a third party. This defense, hold harmless and indemnification obligation will survive these Terms and Your use of the Site.
20. Force Majeure
Neither party hereto shall be deemed in default hereunder or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with the terms of these Terms due to any causes beyond its reasonable control, which causes include but are not limited to, acts of God, riots and insurrections, war, accidents, fire, strikes and other labor difficulties (whether or not the party hereto is in a position to concede to such demands), embargoes, lack of or inability to obtain export permits or approvals necessary, labor, materials, energy, components or machinery, acts of civil or military authorities or communications-disruptions concerning telephone, facsimile or broadband traffic.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by D2B without restriction or notification to You.
Last modified: Oct 02 , 2020