B2B12

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ATTENTION
PLEASE COMPLETE THIS FORM IN ENGLISH

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Please read the agreement.

. Acceptance of Terms

WELCOME TO B2B12'S CREDITPASS SERVICE (the "SERVICE"). The following sets forth the terms and conditions of the B2b12 Creditpass Member Agreement (this "Agreement") between you and EILID LTD which have created the wed site  B2b12.com E-Commerce Corp. ("B2b12") under which B2b12 offers you access to the Service through the web site identified by the uniform resource locator www.b2b12.com (the "Site"). Use of the Service indicates that you accept the terms and conditions set forth below. If you do not accept all of the terms and conditions, please do not use the Service.  BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I AGREE" BUTTON", YOU ARE INDICATING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT AND B2B12'S TERMS OF USE AGREEMENT AND PRIVACY POLICY WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED TO AS THE "B2B12 TERMS OF USE"). Terms not defined in this Agreement shall bear the same meaning as that contained in the B2b12 Terms of Use. 
B2b12 may amend this Agreement at any time by posting the amended and restated Agreement on this Site. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on April 10, 2003.  Posting by B2b12 of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms.  This Agreement may not otherwise be modified except in writing by an authorized officer of B2b12.
In this Agreement, any user of this Site who has registered and paid for the Service, and has been vetted by a third party credit agency appointed by B2b12 (the " AlphaMi-D&B Agency") through the Authentication and Verification procedure defined below, shall be referred to as a "Member".  Any user of this Site who has registered for the Service, but has not paid or has not passed the Authentication and Verification procedure, shall be referred to as an "Applicant".
2.	Authentication and Verification
2.1  Upon registration for the Service, each Applicant agrees that it shall be subject to Authentication and Verification procedures by the AlphaMi-D&B Agency.  "Authentication" refers to confirmation by the AlphaMi-D&B Agency of the existence of the Applicant under its business name and its business address (and such other information as deemed appropriate by B2b12).  "Verification" refers to confirmation by the AlphaMi-D&B Agency that the contact person indicated by the Applicant as indicated in the registration form is employed by, associated with or is otherwise an authorized representative of such Applicant.

2.2  Any changes to information of a Member shall be subject to new Authentication and/or Verification procedures at such Member's expense.

3. The Service
3.1 The Service is offered on a subscription basis for a specified time period set forth in Section 4 of this Agreement and has the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of B2b12 and notified to you) ("Creditpass Benefits") : -
(a)	Company Profile - allows each Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, products and services offered, etc.
(b)	Product Showroom - allows each Member to display and edit descriptions, specifications and images of a limited number of products (as may be specified by B2b12 from time to time);
(c)	Trade Lead Posting - allows each Member to post on the Site for public display offers to buy or sell products and services of the Member; 
(d)	Creditpass Profile - display the Member's business name, address and contact person as Authenticated and Verified by the AlphaMi-D&B Agency.  In addition the Creditpass Profile contains, among other things, a Feedback Forum that allows each Member to post comments and/or respond to comments made by other Members with whom there is an actual business relationship. Such remarks and responses shall be attributed to the Member who made the comments and therefore will not be protected by anonymity. 
3.2 Subject to paragraph 8.3 below, B2b12 agrees that the above Creditpass Benefits provided to a Member shall not be terminated or removed with respect to such Member during its valid subscription period unless otherwise agreed with the Member, except that (a) B2b12 may make upgrades, limitations and modifications to the Creditpass Benefits which B2b12 believes in good faith furthers the purposes of the Service, and (b) B2b12 has the right to terminate, remove or reduce Creditpass Benefits with respect to any Member who in B2b12's sole determination has violated applicable law or the provisions of this Agreement or the B2b12 Terms of Use.
3.3 The Service is offered only to business or corporate entities (e.g. corporation, limited liability company, partnership, sole proprietorship etc.) that are capable of having a business name and business address that may be Authenticated and Verified by the AlphaMi-D&B Agency.
3.4 Each Member shall be given a Creditpass Account (the "Account") upon receipt of payment by B2b12 and successful Authentication and Verification by the AlphaMi-D&B Agency. Activation of the Account shall be notified to the Member via email to such email address provided by the Member upon registration for the Service.
3.5 The Service shall not be available to Applicants who have failed the Authentication and Verification process, notwithstanding that the Applicant may have paid for the Service.  In the event that Authentication and/or Verification by the AlphaMi-D&B Agency is unsuccessful, the Applicant will receive an email notification from B2b12 and B2b12 will refund the subscription fees in accordance with B2b12's established practices; provided, however, that B2b12 shall have the right to deduct fifty percent (50%) of the subscription fees received by B2b12 to cover the costs of Authentication and Verification.
3.6 B2b12 shall issue a Member ID and Password (as provided by the Member on a valid registration form) to each Member relating to such Member's Account to access the Service. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all activities that occur under the Member ID and Password.  A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person outside of the Member's business entity.  Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), will cause irreparable harm to B2b12 and each Member shall indemnify B2b12 against any loss or damages (including but not limited to loss of profits) suffered by B2b12 as a result of such multiple use of an Account.  Each Member hereby undertakes to notify B2b12 immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security.  Each Member hereby agrees that B2b12 shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph. 
3.7 B2b12 reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice.  B2b12 further reserves the right to introduce new features, functionalities or applications to the Service or to future versions of the Service.  All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by B2b12.  
3.8 Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business.  Each Member hereby agrees that in no event shall B2b12 be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.  Each Member further agrees that any claim against B2b12 for pre-mature termination of the Service and loss of Creditpass Benefits shall be limited to the amount of subscription fees paid by the Member that are allocated (on a pro-rata basis) to the unused portion of the subscription period.
4. Term of Subscription
4.1 Each Member shall subscribe for the Service for a minimum term of one (1) year from the activation date of the Account and shall be automatically renewed for subsequent one (1) year terms unless terminated by B2b12 in accordance with the terms set forth in this Agreement. 
4.2 In the event that B2b12 does not receive full payment of subscription fees within ten (10) days of automatic renewal of subscription for the Service, such Member's subscription shall be terminated immediately without further notification from B2b12.  Access to the Creditpass Benefits shall be denied upon such termination.
4.3 Upon renewal of each subscription period, Authentication and Verification shall be carried out by the AlphaMi-D&B Agency.  If Authentication and Verification is unsuccessful for any reason, the process set forth in paragraph 3.5 shall apply.
4.4 During the subscription period, if the Member wishes to change any information that had previously been Authenticated and/or Verified, the Member shall notify B2b12 of its intention to change such information.  After receipt of such Member's notification, B2b12 shall notify the Member of the charges that would be imposed by the AlphaMi-D&B Agency for Authentication and/or Verification of the changed information and the Member shall be solely responsible for all such charges and shall make payment in accordance with the procedure set forth in section 5.1 below.  If the Member fails to make payment and the changed information is not Authenticated and/or Verified, B2b12 may, in its sole discretion, suspend or revoke the Service and Creditpass Benefits with respect to such Member.
5. Fees and Payment
5.1 In consideration of B2b12's agreement to process the application and, subject to Authentication and Verification, to provide the Service, each Applicant agrees to pay B2b12 a subscription fee.  The rates for fees chargeable under the Service shall be published on the Site.  All fees shall be payable in advance to B2b12 by wire transfer, credit card  or such other method acceptable to B2b12, in EURO or its equivalent in such other currency as permitted by B2b12.  Except as provided in paragraph 3.5 above, all payments made are non-refundable. 
5.2 All published fees are exclusive of any taxes, duties or other governmental, banking or transactional and handling charges or levies.
5.3 B2b12 reserves the right to modify its pricing structure, discounts and payment conditions from time to time at its sole discretion.
5.4 Each Applicant acknowledges that it is a criminal offense under applicable law to make unauthorized use of credit card or bank account information by anyone who is not the lawful owner of such credit card account or bank account.  B2b12 shall not be liable for the provision of any Service which have been paid for via unauthorized use of credit card or bank accounts.  Any Applicant who commits an unauthorized use of credit card or bank accounts shall indemnify and save B2b12, its employees, agents and representatives harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such unauthorized use.  
6. Member Responsibilities
6.1 Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by B2b12 and (b) maintain and promptly amend all information to keep it true, accurate, current and complete.  Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free license to B2b12, its agents, employees, service providers and all other entities providing necessary services and/or technology in relation to the Service (including but not limited to the AlphaMi-D&B Agency) to use all information provided by the said Member in accordance with the purposes set forth in this Agreement and the B2b12 Terms of Use.  Each Member further agrees that by posting any material or information anywhere on the Site it surrenders its copyright and any other proprietary right in the posted material or information.

6.2 Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Site shall not : 
(a)	contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
(b)	be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose;
(c)	infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights;
(d)	violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
(e)	contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing; 
(f)	contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors; 
(g)	promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; 
(h)	contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
(i)	involve attempts to copy, reproduce, exploit or expropriate B2b12's various proprietary directories, databases and listings;
(j)	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; and 
(k)	involve any scheme to undermine the integrity of the computer systems or networks used by B2b12 and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks. 
6.3  Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from its business partners and associates to (a) act as such Member's business referee; (b) to 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 the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member's consent to be obtained before third parties may contact the business referees. 
Each Member agrees and accepts that B2b12 shall not actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. B2b12 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. 
6.4 Each Member represents, warrants and agrees that it has obtained all necessary third party copyright or trademark licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Site or provides to B2b12 or authorizes B2b12 to display does not violate the copyright, trademark, trade secret or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. 
6.5  If any Member breaches the representations, warranties and covenants of paragraphs 6.1, 6.2, 6.3 or 6.4 above, or if B2b12 has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, B2b12 has the right to suspend or terminate the Service and all Creditpass Benefits with respect to such Member without any compensation, and refuse any and all current or future use of the Service or any other services that may be provided by B2b12.  Further, B2b12 reserves the right in it sole discretion to remove any material it reasonably believes that is unlawful, could subject B2b12 to liability, violates this Agreement or the B2b12 Terms of Use or is otherwise found inappropriate in B2b12's opinion.  B2b12 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, B2b12 reserves the right to suspend or terminate the membership of such Member as B2b12 deems appropriate in its sole discretion. 
6.6  Each Member agrees to indemnify B2b12, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of information or deletion thereof, from such Member's use of the Service or from such Member's breach of this Agreement or the B2b12 Terms of Use.  Each Member further agrees that B2b12 is not responsible, and shall have no liability to it or anyone else for any material posted by such Member or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member
7. Termination of Subscription
B2b12 may terminate any Member's subscription, Account and its status as a Member without compensation upon the occurrence of any of the following events : 
(a)	Material breach of any term of this Agreement by the Member;
(b)	Inability of B2b12 or it's AlphaMi-D&B Agency to confirm the fact of such Member's existence, legal status, business name or address, business reputation or other relevant information; or
(c)	Pursuant to paragraphs 3.2, 3.7, 4.2 and 6.5 of this Agreement. 
8. Limitation of Liability
8.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND B2B12 HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED. 
B2B12 MAKES NO WARRANTY OR REPRESENTATION AS TO THE LEGALITY, TRUTHFULLNESS, ACCURACY OR COMPLETENESS OF ANY INFORMATION DISPLAYED THROUGH THE SERVICE BY A MEMBER. NEITHER B2B12 NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR SUCH INFORMATION. FURTHER, B2B12 MAKES NO WARRANTY OR REPRESENTATION AS TO AN AlphaMi-D&B AGENT AUTHENTICATION AND VERIFICATION RESULTS. NEITHER B2B12 NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR ANY ERRORS OR OMISSIONS (WHETHER OR NOT NEGLIGENT, INTENTIONAL OR OTHERWISE) BY AN ALPHAMI-D&B AGENT.
8.2 Any material downloaded or otherwise obtained through the use of the Service is done at each Member's sole discretion and risk and each Member is solely responsible for any damage to its computer system or loss of data that results from the download of any such material.  No advice or information, whether oral or written, obtained by any Member from B2b12 or through or from the Service shall create any warranty not expressly stated in this Agreement. 
8.3 Under no circumstances shall B2b12 be held liable for an delay or failure or disruption of the Service resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour 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.
8.4 B2b12 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 or otherwise or any other damages resulting from any of the following:
(a)	the use or the inability to use the Service; 
(b)	any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Site; 
(c)	unauthorized access by third parties to data or private information of any Member;
(d)	statements or conduct of any user of the Site; or
(e)	any other matter relating to the Service however arising, including negligence. 
8.5 Notwithstanding any of the foregoing provisions, the aggregate liability of B2b12 with respect to each Member for all claims arising from the use of the Service or the Site shall be limited to 500 €.  The preceding sentence shall not preclude the requirement by the Member to prove actual damages.  All claims arising from the use of the Service must be filed within one (1) year from the date the cause of action arose.

9. Intellectual Property Rights

Agree Disagree