Application and Acceptance of the Terms
Your access to and use of the Sites and Toroblanche.com’ s services, software and products through the Sites, which shall include the platforms described in clause 7.1 of the Terms (such services, software and products collectively referred to as the “Services” hereinafter) is subject to the terms and conditions contained in this document as well as the Toroblanche.com Privacy Policy (defined in clause 3.3 below), the Toroblanche Product Listing Policy and any other rules and policies of the Sites that Toroblanche.com may publish from time to time. This document and such other rules and policies of the Sites are collectively referred to below as the “Terms”. By accessing and use of the Sites and Services, you agree to accept and be bound by the Terms. Please do not access or use the Services or the Sites if you do not accept all of the Terms.
You may not access or use the Services or the Sites and may not accept the Terms if (a) you are not of legal age to form a binding contract with Toroblanche.com, or (b) you are not permitted to receive any Services under the laws of Hong Kong or other countries/regions including the country/region in which you are resident or from which you access and use the Services and the Sites.
Toroblanche.com may amend any Terms at any time by posting the relevant amended and restated Terms on the Sites. By continuing to access or use the Services or the Sites, you agree that the amended and restated Terms will apply to you.
You may be required to enter into separate agreement(s), whether online or offline, with Toroblanche.com or our affiliate for any Service (or features within the Services) (each an “Additional Agreement”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service (or feature within the Service) concerned.
You must register as a member on the Sites in order to access and use some Services. Further, Toroblanche.com reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users, or subject to other conditions that Toroblanche.com may impose in our discretion.
Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. Toroblanche.com may in our sole discretion limit, deny or create different levels of access to and use of any Services (or any features within the Services) with respect to different Users.
Toroblanche.com may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the ability of such paying Users to enjoy that Service, except in respect of any Toroblanche Relevant Jurisdiction Users. In respect of any Toroblanche Relevant Jurisdiction Users, Toroblanche Russia Holding Private Limited may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the ability of such paying Users to enjoy that Service.
Some Services (or part thereof) may be provided by Toroblanche.com’s affiliates on behalf of Toroblanche.com.
Promotion Services provided by Toroblanche.com pursuant to the terms hereunder shall include: 1) Top Ranking and Sponsored Listing; 2) services that benefit, promote, support, whether directly or indirectly, the business of User, the User’s brand, product, store, logo, trademark, service mark, User Content (as defined in clause 3.7 of the Terms) and/or derivative work using the User Content on software, applications, tools, browser extensions and/or platforms operated and/or controlled by Toroblanche.com (“Toroblanche Channels”) and/or on software, applications, channels, platforms, websites and/or any other forms of media that are operated and/or controlled by third parties (“Third Party Channels”); and 3) any such other services as may be announced by Toroblanche.com from time to time.
Toroblanche.com shall be entitled to, at its sole discretion, determine whether the Promotion Services or any part thereof will be available to you.
3.Users Generally
As a condition of your access to and use of the Sites or Services, you agree that you will comply with all applicable laws and regulations when accessing or using the Sites or Services.
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 the Sites (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 Toroblanche.com, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Sites 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 Toroblanche.com is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.
You must read the following documents which govern the protection and use of personal information about Users in the possession of Toroblanche.com and our affiliates:
Toroblanche.com may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties’ web sites. You are cautioned to read such web sites’ terms and conditions and/or privacy policies before using the Sites. You acknowledge that Toroblanche.com has no control over such third parties’ web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on or through such web sites.
You agree not to undertake any action to undermine the integrity of the computer systems or networks of Toroblanche.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 Toroblanche.com’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
By posting or displaying any logos, trademarks, service marks, brands, description/information in the product listings, and any other information, content or material on the Sites (any of such information, content or material, collectively referred to as “User Content”) or providing any User Content to Toroblanche.com and/or its affiliates and their respective representative(s), and to the extent permitted under applicable laws, you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Toroblanche.com and/or its affiliates and their respective representative(s) to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, edit, translate, create derivative works using the User Content, remove any part of it (including, without limitation, the watermark or mark the User Content bears), 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, on the Sites, Toroblanche Channels and/or Third Party Channels and for any purpose which may be beneficial, whether directly or indirectly, to Toroblanche.com, the operation of the Sites, the provision of any Services and Promotion Services and/or the business of the User. You confirm and warrant to Toroblanche.com that you have all the rights, power and authority necessary to grant the above license and the User Content and use of such User Content (including derivative works) by Toroblanche.com and/or its affiliates under such license is free from any infringement or violation of any Third Party Rights (as defined in clause 5.4 of the Terms). To the maximum extent permitted by law, you waive your right to enforce your Intellectual Property Rights in the User Content against Toroblanche.com and/or its affiliates, assignees or sub-licensees in connection with use of such User Content in connection with the Services. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
Member Accounts
User must be registered on the Sites to access or use some Services (a registered User is also referred to as a “Member” below). Except with Toroblanche.com ’s approval, one User may only register one member account on the Sites. Toroblanche.com may cancel or terminate a User’s member account if Toroblanche.com has reasons to suspect that the User has concurrently registered or is in control of two or more member accounts. Further, Toroblanche.com may reject User’s application for registration for any reason.
Upon registration on the Sites, Toroblanche.com shall assign an account and issue a password (the latter shall be chosen by a registered User during registration) to each registered User. An account may have a web-based email account with limited storage space for the Member to send or receive emails.
A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all use of and activities that occur under your account (whether such use or activities are authorized or not). No Member may share, assign, or permit the use of your Member account, ID or password by another person, even to other individuals within the Member’s own business entity (where applicable). Member agrees to notify Toroblanche.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.
Member agrees that all use of the Sites and Services, and all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member.
Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, “multiple use”), may cause irreparable harm to Toroblanche.com or other Users of the Sites. Member shall indemnify Toroblanche.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. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, Toroblanche.com shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to the Member.
.Member’s Responsibilities
Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) your access and use the Sites and Services will be for business purposes only; and (c) for Members who are business entities, the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
Member will be required to provide information or material about your entity, business or products/services as part of the registration process on the Sites for your access to and use of any Service or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites 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 further represents, warrants and agrees that you shall/are:
a)carry on your activities on the Sites in compliance with any applicable laws and regulations;
b)conduct your business transactions with other users of the Sites 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 engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;
h)not involve attempts to copy, reproduce, exploit or expropriate Toroblanche.com’s various proprietary directories, databases and listings;
i) 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;
j)not involve any scheme to undermine the integrity of the data, systems or networks used by Toroblanche.com and/or any user of the Sites or gain unauthorized access to such data, systems or networks;
k)not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
l) not engage in any activities that would otherwise create any liability for Toroblanche.com or our affiliates.
Member may not use the Sites, Services or member account to engage in activities which are identical or similar to Toroblanche.com’s e-commerce marketplace business.
Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Toroblanche.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, Toroblanche.com shall not be obliged to extend the relevant service period nor be liable for any loss or damages arising out of or in connection with such delay, suspension or termination.
Member acknowledges and agrees that Toroblanche.com reserves the right to, but shall not be required to actively monitor or exercise any editorial control whatsoever over the content of any message or material or information (including User Content) created, obtained or accessible through the Services or Sites. Toroblanche.com does not endorse, verify or otherwise certify the contents of any comments or other material or information (including User Content) created, submitted, posted, displayed or otherwise 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 each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all access and use of the Site and Services are in compliance with the same.
Each Member represents, warrants and agrees that
a)you and your affiliates shall comply with applicable laws and regulations in conducting your respective business (including without limitation applicable laws and regulations with respect to product safety, intellectual property rights, data privacy, consumer protection, product or regulatory certification, import and export control, unfair competition, price gouging, false advertising, labor, environment, health and safety, anti-bribery and anti-money laundering).
b) you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted or proposed to be enacted by any country, international organization or jurisdiction (“Relevant Subjects”);
c) you and your affiliates are not offering products or services that would likely trigger any international trade restrictions, sanctions or other legal restrictions by any Relevant Subjects;
d)neither you, or any of your parent companies or affiliates, directly or indirectly, deals with, or provides any funds, goods or services to Relevant Subjects;
e)you will at all times comply with all applicable export control and sanctions laws and regulations with regard to products, services, software and technologies in using the Services, including sanctions resolutions, laws and regulations enacted and enforced by the UN Security Council, the People’s Republic of China, the United States of America, and any other country;
f) If you and your affiliates are a Seller of products which require a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will promptly display a Proposition 65 Warning on the product detail page as required under the relevant law; (b) authorize Toroblanche.com to display a Proposition 65 Warning on your behalf; and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning needs to be modified or is no longer legally required, as the case may be; and
g)You and your affiliates are responsible for your products compliance with the laws and regulations of the country/region of destination and applicable international conventions, including with relevant labor laws and standards ,such as the Forced Labor Convention,1930 and the Abolition of Forced Labor Convention,1957. If a product is not permitted in one or more markets, Sites reserve the right to remove the product listing from, OR STOP THE SALE OF ANY SUCH PRODUCT IN, those markets.
h) If, at any time, you fail to meet any of the above requirements, you should stop using the Services immediately. If Toroblanche.com reasonably believes that any of your conduct violates or threatens to violate any applicable laws and regulations, Toroblanche.com may, at its sole discretion, at any time take action as it may deem appropriate in light of the circumstances, including, but not limited to, terminating the provision of Services to you, closing relevant purchase orders, and terminating your accounts, while reserving all rights it may have regarding any non-compliant actions or conduct of its members.
.Breaches by Members
Toroblanche.com reserves the right in our sole discretion to remove, modify or reject any User Content (in whole or in part) that you submit to, post or display on the Sites which we reasonably believe (i) violates any applicable laws and regulations, (ii) violates the Terms hereunder, (iii) could subject Toroblanche.com or our affiliates to liability, (iv) infringes any Third Party Rights, (v) could harm the interests of our Members, third party or Toroblanche.com or our affiliates, or (vi) is otherwise found inappropriate in Toroblanche.com’s sole discretion.
If any Member breaches any Terms, or if Toroblanche.com has reasonable grounds to believe that a Member is in breach of any Terms, Toroblanche.com shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the Member’s account and any and all accounts determined to be related to such account by Toroblanche.com in its sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) removing any product listings or other User Content that the Member has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the Member may post or display; (iv) imposing other restrictions on the Member’s use of any features or functions of any Service as Toroblanche.com may consider appropriate in its sole discretion; and (v) any other corrective actions, discipline or penalties as Toroblanche.com may deem necessary or appropriate in its sole discretion.
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)upon complaint or claim from any third party, Toroblanche.com has reasonable grounds to believe that such Member has willfully or materially failed to perform your contract with such third party including without limitation where a Member who supplies products or services using the Sites and Services has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items such Member has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,
b)Toroblanche.com has reasonable grounds to suspect that such Member has used a stolen credit card or other false or misleading information in any transaction with a counter party,
c)Toroblanche.com has reasonable grounds to suspect that any information provided by the Member is not current or complete or is untrue, inaccurate, or misleading, or
d)Toroblanche.com believes that the Member’s actions may cause financial loss or legal liability to Toroblanche.com or our affiliates or any other Users.
Toroblanche.com reserves the right to cooperate fully with governmental or regulatory authorities, law enforcement bodies, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted by applicable laws and policies, Toroblanche.com may disclose the Member’s identity, contact information and/or information regarding the Member’s account(s), transactions or activities carried out on or via the Site, if requested by a government, regulatory or law enforcement body or an injured third party, or as a result of a subpoena or other legal action. Toroblanche.com shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against Toroblanche.com for such disclosure.
Toroblanche.com may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Sites without being liable to the Member if Toroblanche.com has received notice that the Member is in breach of any agreement or undertaking with any affiliate of Toroblanche.com including without limitation Taobao, Alipay and such breach involves or is reasonably suspected to involve dishonest or fraudulent activities. Toroblanche.com reserves the right to, but shall not be required to investigate such breach or request confirmation from the Member.
Each Member agrees to indemnify Toroblanche.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 access to or use of the Sites or Services, or from your breach of the Terms or any Additional Agreements.
Each Member further agrees that Toroblanche.com is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted through the Sites or Services, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such User Content or other material rests entirely with the Member. Toroblanche.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 Toroblanche.com in asserting any available defenses.