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B2B Stars General Conditions

B2B Stars General Conditions

1. Introduction


1.1 B2B Stars is a community of companies and professionals. Our goals are to help our community to find other companies and professionals and to be found by others and to empower businesses building long lasting and trustworthy relationships globally.

1.2 The Services (as defined below) are designed to support businesses in making their offering visible on a global scale, to provide them analytics to support informed decisions and to connect companies between them to grow their business.

1.3 By using the Services (as defined below) and/or getting any information from the Website (as defined below), you’re agreeing to these terms (the “General Conditions”), which will result in a binding agreement between you (as defined below) and B2B Stars Limited.

1.4 By creating an account on the Website, you acknowledge to be bound by the provisions of these General Conditions, and agree to our Privacy Policy, Cookie Policy and any additional or special provisions we may communicate – such us the Community Guidelines –, all of which are an integral part of these General Conditions.

1.5 These General Conditions apply to the Services that we undertake to provide through the Website.

1.6 By becoming or continuing as an Administrator of a Page (as defined below) related to our Services, you agree, on behalf of your Organization, to enter into legally binding contract terms with us (as defined below). If applicable, you also represent and warrant that you are authorized to enter into these General Conditions on behalf of your Organization.

1.7 The Services are intended for Users, Registered Users and Administrators which, by accepting the present General Conditions, declare that the use of the Services is instrumental to their own business activity.

1.8 If you do not agree to these General Conditions, you cannot use the Website and any of our Services nor register as a Registered User or Administrator and access or otherwise use any of our Services (including creating, claiming or continuing as an Administrator of a Page).

1.9 In addition to the General Conditions, Community Guidelines, Privacy Policy and Cookie Policy apply to any use of our services. Additional terms may apply to specific features. For example, if you purchase additional services for the Page, such features may be subject to additional terms and payment obligations.


2. Definitions


2.1 “Additional Services”: the Services indicated under paragraph 6.5 below.

2.2 “Administrator(s)”: Registered User(s) who is indicated as “Administrator” on the Page and can therefore edit the Organization’s Page.

To become an Administrator, you shall register to the Website and, alternatively:

i) edit the Organization information and update the opt-in preferences in the Page (make your Organization “Claimed”); or

ii) purchase the Page subscription service (make your Organization “Verified”).

An Administrator can invite other colleagues to become Administrators. In this case, they will receive an invitation by email to register to the Website and then to the Page as Administrator.

As Administrator, you acknowledge and agree that:

a) Each Page can have up to five Administrators.

b) Each Administrator of the Page must be a current Registered User of B2B Stars with correct contact information.

c) Each Administrator of the Page will receive all the communications sent to the Organization.

d) Your Organization’s Administrator may assign a B2B Stars Account to you. That Administrator might require you to follow additional rules and may be able to access or disable your B2B Stars Account.

e) By being an Administrator of your Organization, you represent and warrant that you have the authority to accept and enter these General Conditions on its behalf.

2.3 “Audience Builder”: a tool on the Website which identifies the Total Addressable Market (TAM) of an Organization based on B2B Stars companies’ firmographic data.

2.4 “Bmail”: an Additional Service provided to Organizations to contact other Organizations and/or Registered Users.

2.5 “Business Services”: any services provided on the Website for free. This includes, as a matter of exemplification but not limited to, (i) a B2B Stars Account; (ii) an access to the firmographic information and reviews of a number of Organizations; (iii) an access to additional information on the Page (i.e. logo, organization name, website, country, city, employee range, company description, fields of activity, business category); and in some cases iv) the Audience Builder, provided that the conditions under paragraph 4.iii) are met.

2.6 “B2B Stars Account”: a username and password that can be used to access the Page. Your B2B Stars Account also contains additional information, such as your preferred language and some privacy settings.

2.7 “General Conditions”: the present general conditions executed between you and B2B Stars Limited.

2.8 “Organization”: the business represented on your Page, which may be (i) a legal entity (such as a company or a branch) incorporated in Europe or in the United States of America, which operates in the services business and has more than 5 employees/freelancers; (ii) a legal entity incorporated outside Europe or the United States of America which operates in the manufacturing or distribution business and has more than 500 employees/freelancers; or (iii) a legal entity incorporated outside Europe or the United States of America which operates in the service business and has more than 100 employees/freelancers.

2.9 “Page”: the landing page connected to a B2B Stars Account where you can find the details referring to an Organization, which can be claimed by an Administrator on behalf of an Organization.

2.10 “Paid Company Page”: a Page with Additional Services and a yearly subscription fee, which allows an Organization to be marked as “Verified”.

2.11 “Paid User(s)”: a Registered User(s) who has paid a fee and has access to Additional Services and to further paid features of the Website.

2.12 “Registered User(s)”: a subject who decides to create a B2B Stars Account. The Business Services require a B2B Stars Account to work — for example, to write reviews or to be contacted by an Organization.

Registered Users can delete their B2B Stars Account at any time via the appropriate section in the Website, see also paragraph 12.3 below. The Registered User is responsible for the confidentiality of his or her access credentials and is solely liable for all activities that take place using those credentials.

If the Registered User believes that unauthorized access to his/her B2B Stars Account has occurred, he/she should contact us immediately.

2.13 “Services”: all service offered by the Website, including Business Services and Additional Services.

2.14 “User(s)”: a subject visiting B2B Stars Website and accessing the Business Services (search results) for free and without being registered. The User shall accept the General Conditions when applicable.

2.15 “You” or “your”: refers to an User, a Registered User or a Paid User who access the Website, used indistinctly depending on the context.

2.16 “Wallet”: an online payment tool or software application where you can charge an amount of money – either by purchasing packets or by charging an amount –, that allows you to make purchases on the Website and that is associated with a B2B Stars Account. You can charge money on the Wallet through a credit card or wire transfer.

2.17 “We”, “our” or “us”: refers to B2B Stars Limited, a company incorporated and existing under the laws of England and Wales or, if expressly specified, the terms can also refer to a company of the Expandi Group, consequently subject to the control of Expandi Limited, a company incorporated and existing under the laws of England and Wales.

2.18 “Website”: www.b2bstars.com and any of its country related websites such as (but not limited to) www.b2bstars.com/uk, www.b2bstars.com/us. www.b2bstars.com/fr, www.b2bstars.com/it, www.b2bstars.com/de, www.b2bstars.com/es, etc.


3. Obligations


3.1 You agree to only use the Services in accordance with these General Conditions.

3.2 If you are one of the Administrators, you agree to accurately reflect the identity of the Organization on the Page and to promptly update any name changes of the Organization, including any that may result from mergers, acquisitions or other restructuring.

3.3 You agree that:

i) You will use the Services in compliance to our Community Guidelines and keep content professional, respectful, relevant, and accurate.

ii) You will only post information that is truthful and does not infringe anyone else’s rights.

iii) You will only use the Services in good faith and act without a conflict of interest either at personal or business level (i.e. it is strictly forbidden to make a review of a competitor).

iv) Your Organization operates a lawful business in accordance with applicable laws.

v) You will ensure that all of the Organization’s actions (including the ones made by any Administrator) regarding the Page (such as all posts, additions, and deletions) comply with all applicable laws.


4. Registration process


4.1 A B2B Stars Account can be created by registering manually or directly through Single Sign On using Google Mail, Google Workspace, Facebook, LinkedIn, Apple or OAuth service credentials. In the latter case, the Registered User authorizes us to access, view and use certain contact information (e.g. email, name) from his/her Google Mail, Google Workspace, Facebook, LinkedIn, Apple or OAuth service account.

4.2 The Registered User registers on the Website by adding his/her personal e-mail address as well as his/her current company email address.

4.3 The company email address shall be amended and updated in case of change of the place of work.

4.4 If the email doesn’t match any existing company, the Registered User will have to fill in a form (company name, country, registration number, domain) to request the company creation. We will do the duly verification on the account. Meanwhile, the Registered User will remain registered on the portal with a pending validation request. Once the verification is completed, the Registered User will be informed by email.


5. Term


5.1 When you visit the Website and/or sign up for a B2B Stars Account, the agreement between you and us is formed, and the term of the General Conditions (the “Term”) will begin. The Term will continue for as long as you either (i) visit B2B Stars Website, if you are an User, (ii) have a B2B Stars Account, if you are a Registered User or until (iii) we or you terminate the relationship in accordance with these General Conditions, whichever happens first. If you act on behalf of a company or other entity as an Administrator, you represent and warrant that you have the authority to accept these General Conditions and enter into an agreement on its behalf.


6. Business Services and Additional Services


6.1 By entering the Website, should you be a User, you can search for other Organizations based on a set of criteria (i.e. name, company activity, field of activity, business category, NACE) and you are granted access to a limited number of search results (maximum 10 results) and you can read reviews. As an User, you cannot write reviews.

6.2 By entering the Website, should you be a Registered User, you can:

i) Search for other Organizations based on a set of criteria (i.e. name, company activity, field of activity, business category, NACE) and you are granted access to a limited number of search results (maximum 20 results).

ii) Write reviews about businesses, products, and services only if they are either a supplier or a client of your Organisations at the time of the review or within the previous 12 months. Once the first review is done, a reviewer badge will be added on your Page. The reviews may contain information regarding the level of satisfaction, the type of relationship (client or supplier) and the field of activity in which the Organization works.

iii) Access the Audience Builder in the analytics section to identify your Total Addressable Market (TAM) based on B2B Stars companies’ firmographic data.

iv) Use up to 50 Bmails to send direct messages to other Organizations through the internal chat system. The communication shall be aimed only at entering business relationship with other Organizations. It is strictly forbidden to use Bmail for soliciting the recipient for consumer marketing and/or for private sales purposes.

The above Additional Services i), iii) and iv) can be granted for free only if you accept to receive marketing information from B2B Stars – via email and/or via the Website - related to our Services and/or to the services delivered by our Partners. If you do not accept it, then such Services may be delivered on a yearly subscription basis.

6.3 By entering the Website, should you be an Administrator, you keep the rights granted to the Registered Users and additionally we grant you the rights to build and edit a Page “Claimed”. On your Organization’s Page, you can edit information which are incorrect or not updated, included but not limited to the Organization address, web site, industry classification, etc. Some changes, such as the Organization size based on number of employees, will be further checked by B2B Stars prior to be validated. It can take few days for your updates to be published across the Website and/or some of your content to be validated. Once you will get a notification, your Organization’s Page will be then “Claimed” by you. To maintain quality business info, we may ask you to check information after a period of time or to fill some missing information about your business.

6.4 By entering the Website, should you be a Paid User, you may request Additional Services electronically under the conditions defined on the Website.

6.5 The Additional Services may refer to the following services:

i) Access to extended search results: while the Registered User can access only 20 results, the Paid User can access to more search results.

ii) Data purchase: Paid Users may buy and download data and analytics from B2B Stars related to other Organizations.

iii) Cyance Intent Data Platform: Paid Users may access to the existing Cyance for Intent Platform, with the possibility to monitor accounts with intent signals on specific B2B solutions and export the data.

iv) Bmail: while the Registered User can use only 50 Bmails, the Paid User may reach out a higher volume of other Organizations up to a number defined in the package subscribed by the Paid User and made available on the Website.

v) Page “Verified”: upon payment of a yearly fee, which will be automatically renewed every year, unless otherwise terminated by you, the Administrator can update the Page to show further relevant information about the Organization such as: key offering/portfolio; main differentiator: top sectors; top clients; awards & recognition; keywords/tags to identify the “field of activity” where your Organization is active. Finally, the Administrator can opt-in to be contacted by third parties for building business relationship.

6.6 To use the Additional Services you need to pay a subscription or pay a one-off fee, unless otherwise agreed by B2B Stars. Finally, for services defined in paragraphs vi) and vii) you will have to subscribe additional terms.

6.7 To access the Additional Services, you must pay an annual fee which may vary depending on the services selected. For this reason, you may be required to be logged into your B2B Stars Account and have a valid Wallet associated with it. If there is a problem charging your selected payment method, the Additional Services will not be active and/or renewed until they are paid.


7. Use of Services


7.1 You undertake to use the Services by visiting and/or accessing the Website using your credentials, whenever requested, and to submit any request for information regarding the Services on the Website.

7.2 You will visit the Website and/or use your B2B Stars Account in compliance with the Community Guidelines.

7.3 Each Registered User shall report to us any abusive conduct or conduct by other users that does not comply with these General Conditions: to facilitate this, it will be possible to report the conduct directly from the profile by clicking on the ad hoc link close to the review. We reserve the right to investigate any possible violation of these General Conditions and the rights of Users and third parties and, at our sole discretion, to immediately terminate the right of one or more Users to use the Website even without prior notice, and to remove any content.

7.4 It is understood that the Registered User is solely responsible for his/her interactions with other Registered Users. By creating a B2B Stars Account, you accept that we do not carry out background checks on the Registered Users of any kind, nor do we verify the truthfulness of what they state, and therefore exclude any guarantee with regard to the conduct of Registered Users or their compatibility with other current or future Registered Users. Any engagement between you and other Registered Users are at your own risk.


8. Intellectual Property and Licence


8.1 By entering these General Conditions, you acquire the right to access and use the Services within the limits and exclusively for the purposes described in these General Conditions. Without prejudice to the following provisions, it is understood that by entering these General Conditions, you do not acquire ownership of the data and information resulting from the Services and/or the Additional Services, nor any other intellectual property rights, but only the right to use such results for the purposes and within the limits of these General Conditions.

8.2 Access to the Services does not grant you any rights relating to the database, data and/or software or any copyright, trademark rights, or other intellectual property rights of B2B Stars or any third party in such assets.

8.3 You shall not reproduce logos or any third parties’ intellectual property and you shall not distribute our content to third parties or integrate in any platform or Website that can be accessible to third parties, you shall not make any web scraping unless for the indexation to general purpose search engine such as Google, Bing.

8.4 If you choose to provide suggestions and feedback to us, you agree that we (and our affiliates) can (but do not have to) use and share such feedback for any purpose without compensation to you. We (and our affiliates) reserve all our intellectual property rights in the Services.

8.5 It remains understood that your content remains yours, which means that you retain any intellectual property rights that you have in your content. For example, some of your Organization’s intellectual property rights are the Organization’s logo and the company description you have inserted in the Page and/or B2B Stars had extracted from Organization’s web site or social media page.

8.6 You provide us with that permission by granting us a non-exclusive, worldwide and royalty-free license. If you don’t want to grant the usage of your Intellectual Property to B2B Stars for promoting your Organization, please notify via email at [email protected].

8.7 This license doesn’t affect your data protection rights — it’s only about your intellectual property rights.

8.8 This license doesn’t cover these types of content: publicly-available factual information that you provide, such as corrections to the address of a local business or that we can access through third parties directly or indirectly (Chambers of Commerce, Companies House, third party publications, etc.) or feedback that you offer, such as suggestions to improve our Services.

8.9 This license allows B2B Stars to: host, reproduce, distribute, communicate, and use your content — for example, to save your content on our systems and make it accessible from anywhere you go publish, publicly perform, or publicly display your content, if you’ve made it visible to others; modify your content, such as reformatting or translating it.

8.10 This license is for the limited purpose of: operating and improving the Services, which means allowing the services to work as designed and creating new features and functionalities; using content you’ve shared publicly to promote the Services; developing new technologies and services for B2B Stars.


9. Intellectual property infringement complaint procedure


9.1 If you believe that the content in the Website infringes your intellectual property and you don’t want to grant us a license and right to use, you should report this to us via email at [email protected], taking care to include the following information:

- a physical or electronic signature of the person authorized to act on behalf of the holder of the infringed intellectual property right;

- a description of the alleged infringement of intellectual property;

- user contact information, including address, telephone number and e-mail address, and the full name of the person who owns the intellectual property in question;

- a written statement that he/she believes in good faith that the disputed use is not authorized by the intellectual property owner, its representative or the law;

- a declaration in which the you confirm the accuracy of the information provided in the notification, and a declaration, in the knowledge of the consequences of providing false information, that you are the person who owns the intellectual property or that you have the authority to act on behalf of the person who owns the intellectual property.

9.2 In case a third-party asserts a claim against the Registered User based on the Services allegedly infringing a third party’s intellectual property rights (including patents, copyrights or trademarks) or misappropriates its trade secrets, we have the right, but not a legal obligation, to take over the defense of such infringement claim against you. For these purposes, you shall notify us of such infringement within 3 days from the receipt of the claim. In any case, you must not settle any intellectual property claims without getting our written approval beforehand, which will not be unreasonably denied or delayed.


10. Content


10.1 Some of our Services may let you upload, submit, store, send, receive, or share your content. You have no obligation to provide any content to our Services and you’re free to choose the content that you want to provide. If you choose to upload or share content, please make sure you have the necessary rights to do so and that the content is lawful.

10.2 Some of our Services give you access to content that belongs to other people or organizations (i.e. Organization’s description of their own business). You may not use this content without that person or organization’s permission, or as otherwise allowed by law. The views expressed in other people or organizations’ content (included but not limited to reviews) are theirs, and don’t necessarily reflect B2B Stars’s views.

10.3 B2B Stars includes links to third party websites .You are responsible for evaluating whether you want to access or use a third party site. B2B Stars is not responsible for and does not endorse any content, services, products or other materials on or available from third party sites. Accordingly, if you decide to use third party sites you do so at your own risk and your use is on an “as-is” basis. B2B Stars shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any linked websites. These General Terms do not apply to your use of any third party site. The third-party websites may have their own Terms of Service and Privacy Policy to which you may be bound.


11. Page Service Limits


11.1 You acknowledge and agree that:

i) You are responsible for maintaining the confidentiality of your B2B Stars Account and password and for restricting access to your B2B Stars Account, and you agree to accept responsibility for all activities that occur under your B2B Stars Account or password.

ii) In case of suspect of breach of the General Terms and Conditions or Community Guidelinees, we may add or suspend your access to the Services or to the Additional Services (including administration of the Page) at any time at our own discretion.

iii) In case of suspect of breach of the General Terms and Conditions or Community Guidelinees, we may change or discontinue any of our Services. In addition, we reserve the right to remove any Page at any time without notice.

iv) We may amend the Page in accordance with our policies. For example, we may amend the Organization name on the Page and add clarification statements to the Page to address member confusion or conflicting trademark rights. In addition, we may (a) restrict any name change and have no obligations to perform any change, merger or other request, and (b) determine how name changes will be represented on profiles and on other references to the Organization on the Website.

11.2 We are not obligated to publish any information or content on our Services (or other services) and can remove it in our sole discretion, with or without notice. We may be required by law to remove certain information or content in certain countries.

11.3 We have no obligation to store, maintain or provide you a copy of information that you or others provide, except to the extent required by applicable laws and as noted in our Privacy Policy.


12. Amendment and Termination


12.1 We may amend these General Conditions from time to time. If we make material changes to these General Conditions, we will attempt to provide you notice through our Website (or by other means, such as emails) to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may terminate your agreement to these General Conditions; however if you do not terminate your agreement to these General Conditions, your continued use of our Services after we publish or otherwise notify you about our changes to these terms means that you are consenting to the updated terms.

12.2 We expressly reserve the right to suspend or prohibit you from using the Website and accessing the Services:

i. in cases where we would be entitled to terminate the General Conditions;

ii. in case of request by judicial or administrative authorities;

iii. in case of violation of any legal obligation, even of secondary level, by you;

iv. in case of violation of the Community Guidelines.

12.3 If you are an Administrator and wish to terminate these General Conditions, at any time you can do so by (1) removing all Administrators of the Page, including yourself (and others, if applicable); (2) requesting us via email to take out any information that you feel being your intellectual property and you don’t want to provide use rights to us (i.e. Logo, company description from your web site, etc.). We will not de-activate the Page (even after termination) while we will be de-activate your Paid Company Page. Following your request, we may terminate these General Conditions by de-activating the Paid Company Page and/or by providing notice to at least one Administrator or otherwise to the Organization.

12.4 If you are a Registered User and wish to terminate these General Conditions, at any time you can do so by closing your B2B Stars Account and not accessing B2B Stars Website and any of its Services.

12.5 If you are an User and wish to terminate these General Conditions, at any time you can do so by not accessing B2B Stars Website and any of its Services.

12.6 You acknowledge that the Services are of such complexity that it may have certain defects when delivered or used, and you agree that the Services is provided “as is” and that in case of any defect or error your sole remedy in that respect shall be for us trying to provide corrections of documented program errors. If those are not possible, we will have no further obligation, however, you will be entitled to terminate these General Conditions.


13. Warranty Disclaimer


13.1 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE PROVIDE THE SERVICES AND ALL INFORMATION CONTAINED THEREIN ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. We make no representation or warranty about the Business Services and the Additional Services, including any representation that the Business Services and the Additional Services will be uninterrupted or error-free. To the fullest extent permitted by law, B2B Stars and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose.

13.2 Notwithstanding anything else contained in these General Conditions, B2B Stars shall not be liable to you for any loss (whether direct or indirect) of profits, business or anticipated savings or for any indirect or consequential loss or damage whatsoever even if B2B Stars shall have been advised of the possibility thereof and whether arising from negligence, breach of contract or howsoever.


14. Limitation of Liability


14.1 To the fullest extent permitted by law, we (as well as our affiliates) will not be liable to you in connection with the Business Services and/or with the Additional Services for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages.

14.2 To the fullest extent permitted by law, we will not be liable to you in connection with the Services for an amount that exceeds the cost of the services you paid to B2B Stars in the previous 12 months before your claim.

14.3 The limitations of liability stated in sections 14.1 and 14.2 do not apply to B2B Stars’s liability for infringement of intellectual properties, fraud, gross negligence or intentional misconduct or its liability for death or personal injury.


15. Force Majeure


15.1 It is agreed between the parties that B2B Stars shall not be liable for failure to perform any of its obligations under these General Conditions, if such failure is caused by the occurrence of unforeseen events or circumstances of any kind, independent of and reasonably beyond its control, including but not limited to, pandemics, epidemics, fires, floods, wars, disasters or other cases of force majeure.


16. Entity and Dispute Resolution


16.1 You are entering into these General Conditions with B2B Stars Limited a company incorporated under the laws of England, company number 06968913 and registered office at 38 Craven Street, London, England, WC2N 5NG .

16.2 These General Conditions shall be governed by and construed in accordance with the laws of England and Wales, without regard to its principles of conflicts of law.

16.3 Any dispute, controversy or claim arising out of or in connection with these General Conditions, or the breach, termination or invalidity thereof, shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16.4 Notwithstanding clause 16.3 above, B2B Stars shall have the right, at its sole discretion, to request that any dispute, controversy or claim arising out of or in connection with these General Conditions be resolved through the courts of competent jurisdiction in your home country (defined as the place of registration of the Company employing you if you are a user or the place of registration of the Company for which you act as Administrator if different or the place of registration of the Company buying one of the Business Services if different).

16.5 In the event that B2B Stars exercises its right under clause 16.4, you hereby irrevocably submit to the jurisdiction of the courts as indicated under clause 16.4 above for the purposes of any such proceedings.

16.6 The breaching party in any litigation shall reimburse the legal fees and costs incurred by the prevailing party.

16.7 This clause shall survive the termination or expiration of these General Conditions.


17. Miscellaneous


17.1 You may not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the General Conditions, other than as stated in the General Conditions.

17.2 All our rights and obligations under these General Conditions may be freely transferred by us. You have no right of transfer.

17.3 We may notify you within the Business Services or via the contact information of one or more Administrators provided us (e.g., email, mobile number, physical address of any Administrator and/or Organization). You agree to keep your contact information up to date. Any notices that You provide without compliance with this Section shall have no legal effect.

17.4 If we do not act to enforce a breach of these General Conditions, that does not mean that we have waived our right to enforce these General Conditions.

17.5 The General Conditions do not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other.

17.6 The General Conditions shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

17.7 If any provision of these General Conditions is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties’ intentions and the remaining provisions will not be affected.


B2B STARS ADVERTISING SERVICES AGREEMENT – TERMS OF USE


1. Introduction


1.1 By using the Service (as defined below), you’re agreeing to these terms (the “Terms”), which will result in a legal agreement between your Organization (as defined in the General Conditions, “you”) and Expandi Limited (“Expandi” “we,” or “us”).

1.2 B2B Stars (as defined in the General Conditions) is a community of companies and professionals. Its goal is to help its community to find and be found with the mission to empower businesses to build long lasting and trustworthy relationships globally.

1.3 The Services (as defined in the General Conditions) are designed to support companies and professionals in making their services and products accessible and available on a global scale and to provide them the chance to connect and exchange valuable information to grow their business.

1.4 These Terms, including our General Conditions and Privacy Policy (collectively, the “Agreement”) define the terms and conditions under which you’re allowed to use the Service in accordance with the Agreement. If you don’t agree to these Terms, you must immediately discontinue your use of the Service.


2. Definitions


2.1 “Campaign”: the planning of a marketing activity focused on displaying advertising to the whole B2B Stars community or to a targeted audience defined by you and executed by Expandi either in B2B Stars or on our Expandi Partners’ Network using B2B Stars visitors’ profile.

2.2 “Contact”: any person that we may target through our Service based on your instructions.

2.3 “Content”: the material, content, data, and information (including your personal information and the personal information of others) you submit to us while using the Service.

2.4 “Expandi Partners’ Network”: a white list of media publications with B2B focus used by Expandi to serve impressions based on the profiling information available in B2B Stars or in other Expandi properties.

2.5 “Service”: the advertising services as defined under paragraph 4.


3. Insertion Orders


3.1 The parties may mutually agree on insertion orders (“Insertion Orders” or “IOs”) under which Expandi agrees to deliver, and you agree to pay for, the services set forth under paragraph 4 below, as indicated in the applicable IOs, according to rates specified on such IOs and subject to these Terms. We shall have the discretion to distribute impressions in whatever manner throughout Expandi Partners’ Network, unless otherwise expressly agreed in the IO.

3.2 Subject to available inventory and appropriate rate adjustment, positions on an IO may be adjusted (“optimized”); provided that your total financial obligation under an IO is not reduced (“Optimization”). Optimizations are subject to our prior approval, with applicable terms documented via email, and your confirmation of acceptance via reply email, and such terms shall be binding and made part of the IO as though fully set forth therein.

3.3 Each IO will specify: (a) where the Campaign will be delivered; (b) the amount and type of advertising inventory on the Service being purchased (e.g., impressions, clicks, duration or other desired actions or metrics with respect to the Campaign) (the “Deliverables”); (c) the fees and rates applicable to the Deliverables; (d) the maximum amount of money to be spent pursuant to the IO (if applicable); and (e) the estimated start and end dates of the applicable Campaign.

3.4 In the event of any conflict or inconsistency between any IO and these Terms, these Terms will prevail, except to the extent such IO expressly supersedes or amends a specifically referenced section of these Terms.


4. Service


4.1 We agree to perform the Service on your behalf, based on your instructions.

4.2 You agree to provide the Content (including copy, graphics, and any required assets) which will be used in the Campaign.

4.3 All Content are subject to our approval. We reserve the right, at any time and for any reason on our discretion, to reject, cancel or cease publication of any Content, should it be contrary to our Community Guidelines.

4.4 The Service may be provided under different types of advertising services, which will be indicated in the IO, and that may be following:

4.4.1 Run Of Site (ROS): consists of advertising displayed on the B2B Stars Website and Expandi Network. This includes any existing inventory (home page, below the folder, smaller banners, etc.). It does not include large format banners or videos or pre-defined search pages.

4.4.2 Pay-Per-Click (PPC): consists of advertising packages which include a mix of emails, digital advertising on the B2B Stars Website and on Expandi Network, and top placement in search to increase company awareness and generate clicks on the promoted Content.

4.4.3 Sponsorship Deals: consists of ad hoc / custom packages which include premium content and visibility (best pages/more relevant pages, above the folder, top placement in search, etc.), the display of large format banners and video, possibly also increased data & analytics usage (with intent, account based, contextual) and reporting (account-based reporting, segments reporting, top keywords used, etc.).

4.4.4 Premium Deals: consists in the display of one of the advertising indicated in the Sponsorship Deals (account based or intent based or contextual based or top pages, videos, large formats, etc.).

4.5 We will schedule and execute the Campaigns according to the agreed-upon schedule and specifications provided by you.

4.6 You will specify the target audience, email content, and other campaign details in writing prior to each Campaign.

4.7 You are responsible for (i) all the Contents submitted by you or on your behalf through B2B Stars or Expandi Partners’ Network, including the creatives, text, images, branding, URLs, tags, and pixels that comprise the ads and content thereof (collectively, your "Ads"), (ii) all ad trafficking or targeting decisions made by or on your behalf, (iii) all content and property to which Ads direct viewers, as well as redirects ("Destinations"), and (iv) all services and products advertised on Destinations ("Advertised Goods"). Except as expressly agreed by Expandi in writing, Expandi will determine the size, placement and positioning of your Ads. Expandi will serve your Ads as inventory becomes available on the Properties. Your Ads, Destinations, Advertised Goods and use of the Ad Services must comply with all applicable laws, self-regulatory rules, industry or platform rules and governmental requirements.

4.8 You are responsible for the Content of the Campaign, it being understood that such Content shall not contain malware, spyware or any other malicious code.

4.9 You are responsible for any activity conducted through your account, including any purchases made or charges incurred. If you represent that you are using the Services on behalf of a third party, you shall specify if Expandi is authorized to share information about the Campaign to that third party, including its representatives and agents.


5. Fees and Payment


5.1 You agree to pay us the fees as specified in a separate IO or as otherwise agreed upon between the parties.

5.2 Payment for ROS and CPC services shall be paid at the signature of the IO and prior to any Campaign execution. Payment for Sponsorship and Premium deals shall be made within 30 (thirty) days from receipt of an invoice, which will be issued monthly based on delivery. Failure to do so will result in interest on arrears as required by law, without prejudice to Expandi’s right to terminate the Agreement.


6. Term


6.1 When you sign up for an account and agree to these Terms, the Agreement between you and us is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue until you or we terminate the Agreement in accordance with these Terms, whichever happens first. By signing these Terms on behalf of your Company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.


7. Brand Safety


7.1 We aim to extend a high level of brand safety and quality ad experience on Expandi and on the Expandi Network.

7.2 In B2B Stars the brand safety is guaranteed by:

7.2.1 the type of ad inventory being available only in search results of companies;

7.2.2 the companies’ content, which is made by B2B Stars editorial team, by each company administrators and by reviewers, the latter shall be employees of listed B2B Companies;

7.2.3 both Administrators and Users being bound to the Community Guidelines which inhibits any actions which can be detrimental to B2B Stars image and your brand reputation;

7.2.4 the platform control system, any review is checked by AI systems to avoid any toxic content and, if any doubt, is analysed by the content moderation team. Finally, each user can alert B2B Stars for doubtful content.

7.3 You will not, and you will not enable or authorize any third party to, (a) engage in illegal or fraudulent conduct (for example, to discriminate against protected classes or minorities), (b) use toxic language, (c) provide Campaign that assert or imply personal characteristics.


8. Termination


8.1 These Terms can be terminated prior to the expiry of the Term in case of a material breach of one of the two parties, provided that such breach has not been cured within 15 days from the communication by the other party. We won’t refund or reimburse you in any situation.


9. General Rules


9.1 We do not allow Campaigns that promote or incite harm toward others or that promote discriminatory, hateful, or harassing content. To this end, we may suspend or terminate our Agreement if you send a Campaign, or otherwise distribute any content that we determine, in our sole discretion, contains either of the following:

9.1.1 A threat of physical harm: this means any statement, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others.

9.1.2 Hateful content: this means any statement, image, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.

9.2 We do not allow the distribution of content that is, in our sole discretion, materially false, inaccurate, or misleading in a way that could deceive or confuse others about important events, topics, or circumstances.

9.3 If you violate any of these rules, then we may issue a warning to, suspend, or terminate our Agreement.


10. Intellectual Property and Licence


10.1 By entering these Terms, you acquire the right to access and use the Service within the limits and exclusively for the purposes described in these Terms. Without prejudice to the following provisions, it is understood that by entering these Terms, you do not acquire ownership of the data and information resulting from the Service, nor any other intellectual property rights, but only the right to use such results for the purposes and within the limits of these Terms.

10.2 It remains understood that your Content remains yours, which means that you retain any intellectual property rights that you have in your content.

10.3 You shall retain all right, title, and interest in and to Content or which we otherwise retrieve or access at your direction or with your permission. Subject to these Terms, you grant us permission to use or disclose your Content (including any personal information therein) only as necessary to provide the Service to you and/or as otherwise permitted by these Terms. You represent and warrant that: (i) you own or have otherwise obtained all necessary rights, releases, and permissions to submit all your Content to the Service and to grant the rights granted to us in these Terms and (ii) your Content and its submission and use as you authorize in these Terms will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing your Content.


11. Intellectual property infringement complaint procedure


11.1 In case a third-party asserts a claim against you and/or us based on the Service and/or the Content allegedly infringing a third party’s intellectual property rights (including patents, copyrights or trademarks) or misappropriates its trade secrets, we – or alternatively you – have the right, but not a legal obligation, to take over the defence of such infringement claim. For these purposes, such infringement shall be notified to the other party within 15 days from the receipt of the claim. In any case, neither party must settle any intellectual property claims without getting the written approval of the other party beforehand, which will not be unreasonably denied or delayed.


12. Amendment


12.1 We may amend these Terms from time to time. If we make material changes to these Terms, we will attempt to provide you notice through our Website (or by other means) to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may terminate your agreement to these Terms; however if you do not terminate your agreement to these Terms, your continued use of our Services after we publish or otherwise notify you about our changes to these terms means that you are consenting to the updated terms, unless they are in conflict with any of your existing IO.

12.2 In the event of termination, you shall pay for all services rendered by us up to the date of termination.


13. Limitation of Liability


13.1 To the fullest extent permitted by law, we (as well as our affiliates) will not be liable to you in connection with the Service for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages.

13.2 To the fullest extent permitted by law, we will not be liable to you in connection with the Service for an amount that exceeds the cost of the services you paid to Expandi in the previous 12 months from before your claim.

13.3 The limitations of liability stated in sections 13.1 and 13.2 do not apply to Expandi’s liability for infringement of intellectual properties, fraud, gross negligence or intentional misconduct or its liability for death or personal injury.


14. Force Majeure


14.1 It is agreed between the parties that Expandi shall not be liable for failure to perform any of its obligations under these Terms, if such failure is caused by the occurrence of unforeseen events or circumstances of any kind, independent of and reasonably beyond its control, including but not limited to, pandemics, epidemics, fires, floods, wars, disasters or other cases of force majeure.


15. Entity and Dispute Resolution


15.1 You are entering into these Terms with Expandi Limited a company incorporated under the laws of England, company number 06971462 and registered office at 38 Craven Street, London, England.

15.2 These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its principles of conflicts of law.

15.3 Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be subject to the exclusive jurisdiction of the courts of England and Wales.

15.4 Notwithstanding clause 15.3 above, Expandi shall have the right, at its sole discretion, to request that any dispute, controversy or claim arising out of or in connection with these Terms shall be resolved through the courts of competent jurisdiction in your home country (defined as the place of registration of your Organization).

15.5 In the event that Expandi exercises its right under clause 15.4, you hereby irrevocably submit to the jurisdiction of the courts as indicated under clause 15.4 for the purposes of any such proceedings.

15.6 The breaching party in any litigation shall reimburse the legal fees and costs incurred by the prevailing party.

15.7 This clause shall survive the termination or expiration of these Terms.


16. Miscellaneous


16.1 You may not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the Terms other than as stated in the Terms.

16.2 All our rights and obligations under these Terms may be freely transferred by us. You have no right of transfer.

16.3 If we do not act to enforce a breach of these Terms, that does not mean that we have waived our right to enforce these Terms.

16.4 The Terms do not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other.

16.5 The Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

16.6 If any provision of these Terms is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties’ intentions and the remaining provisions will not be affected.


DATA PURCHASE – TERMS OF USE


1. Introduction


1.1 By using the Service (as defined below), you’re agreeing to these terms (the “Terms”), which will result in a legal agreement between your Organization (as defined in the General Conditions, “you”) and Expandi Limited (“Expandi” “we” or “us”).

1.2 B2B Stars (as defined in the General Conditions) is a community of companies and professionals. Our goals are to help our community to find and be found and to empower businesses building long lasting and trustworthy relationships globally.

1.3 These Terms, including our General Conditions and Privacy Policy (collectively, the “Agreement”) define the terms and conditions under which you’re allowed to use the Service in accordance with the Agreement. If you don’t agree to these Terms, you must immediately discontinue your use of the Service.

1.4 Please note that the definitions used in these Terms are the same as the definitions used in the General Conditions.


2. Object


2.1 B2B Stars allows you to purchase and download the data set directly on the Website. The download can take place by excel and/or csv file and will be populated based on the data requested, the information available per account and the template displayed as a sample in the platform (“Service”).

2.2 The Service may include:

i. the provision of corporate data processed according to the characteristics and criteria that you define among the parameters provided by us to assist you in your Organization marketing activities;

ii. any additional data (“Adds Ons”, whose contents, technical characteristics, costs are always accessible to you on the Website and in the price list and shall be considered part of these Terms) to perform marketing activities once a list of companies that you intend to address for marketing purposes has been created.

2.3 Specific terms and conditions may be specified in the Order (as defined below) sent by you.


3. Order issuing procedure


3.1 You will place an order through Website of, for the use of the Service that you consider of interest among those available on the Website (“Order(s)”).

3.2 The amount due in the Order will be charged on the Wallet that is associated to your B2B Stars Account unless you have decided for other payment options (credit card or bank transfer).


4. Use of Service


4.1 Upon payment of the first Order, you can access to the reserved area of the Website (“Reserved Area”) and you will be able to download the data you requested within one hour in general and within one day at the latest.

4.2 You understand that the Service may only be used for purposes related to your Organization’s business.

4.3 You expressly acknowledge that you are solely responsible for the correct use of Service and your Reserved Area.

4.4 By signing up on your Reserved Area on behalf of a Organization, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.

4.5 You can submit any requests for information in relation to the Service through your Reserved Area.

4.6 If you have an amount in the Wallet that exceeds the amount necessary to purchase the Service, each new Order for Service will be counted by us and deducted from the amount in your (existing or recharged) Wallet unless you decide for other payment options (credit card or bank transfer). The amount remaining in your Wallet and any current transaction can be viewed by you in your Reserved Area.

4.7 Data bought on the Website remain available in the Reserved Area for up to sixty days. Afterwards, Data are moved to a different storage space on AWS or other cloud services providers but you can still requested.


5. Term of the Order


5.1 The Terms shall become after receipt of the Order and shall be valid and effective for a period of twelve (12) months from the last effective Order you placed in the platform for the Service (“Term”), unless otherwise expressly provided in the Order.

5.2 In any case you may not request reimbursement or compensation of any kind for the unused amount.

5.3 The amount will be charged to the Wallet that is associated to your B2B Stars Account or via credit card or bank transfer if you decide otherwise.

5.4 If it is not possible to charge the amount due to your Wallet, credit card or bank transfer, we will not execute the Orders. In any case, the amount still due shall be prepaid.

5.5 Upon expiration of the Term, the Service covered by the relevant Order shall be deemed as terminated.


6. Fee – Invoicing


6.1 Upon accepting these Terms, by issuing the Order, you undertake to pay us, as a fee for the Service, the amounts indicated in the Order (the “Fee”), calculated according to the rates and conditions listed on the price list or Website.

6.2 The pricing will be automatically calculated based on the number of companies and the type of data included in the search you want to buy. If you use the Wallet associated to your Account, a further discount would apply.

6.3 The price is net of VAT.

6.4 The Service will not be activated until the payment had been issued.


7. Obligations


7.1 You declare to know the technical characteristics and the content of the Service and to recognize it as suitable for the specific use that you intend to make of them, assuming every relative risk.

7.2 You must also, and undertake:

i) not to perform acts, adopt behaviors and/or conduct that may in any way, either directly or indirectly, harm our image and reputation;

ii) to use the Service in compliance with the laws, regulations and/or disciplines, national and international, applicable to the Service, including the current legislation on the protection of personal data, to the extent applicable, and in compliance with the provisions of the Terms;

iii) to use data bought only to your own business or professional economic activity;

iv) to remain solely responsible for the use of the marketing information, undertaking also on behalf of any third parties not to transmit or otherwise communicate it to the person to whom the marketing information refers;

v) to use the Service, its result, and/or the Software exclusively for your own internal use, and not to resell, grant in use and/or in any case make available to (or use to the advantage of) third parties the Service, or part of them, and/or the result obtained from the Service and/or the Software and/or to disclose the information resulting from the Service;

vi) not to use the Service, or parts/components thereof, their results and/or the Software, for the purpose of providing your own services or to commercially exploit the same.


8. Intellectual Property Rights


8.1 By entering into this Agreement, you acquire the right to obtain and use the Service and/or the software made available by us for the purpose of using the Service (“Software”), within the limits and exclusively for the purposes described in these Terms and only and limitedly during the Term. Without prejudice to the following provisions, it is understood that by entering these Terms, you do not acquire ownership of the data and information resulting from the Service, nor any other intellectual property rights, but only the right to use such results for the purposes and within the limits of the Terms.

8.2 Access to the Service does not grant you any rights relating to the database, data and/or Software or any copyright, trademark rights, or our intellectual property rights or any third party in such assets.

8.3 This license doesn’t affect your data protection rights — it’s only about your intellectual property rights.

8.4 Unless otherwise specified in each Order, use of the Service and/or Software under this Agreement is limited to a single per license.

8.5 You undertake, also on behalf of any third parties, not to use the Service in such a way as to violate the copyrights and/or other intellectual property rights owned by us or by third party licensors, and therefore you shall not, nor shall you allow third parties to, adapt, alter, modify, decode, decompile or otherwise interfere with any element or component of the Service and/or the Software, without prior written authorization from us, without prejudice to the limits of the law. We reserve the right to adopt any measure or device to make its services more recognizable and non-confusable.


9. Intellectual property infringement complaint procedure


9.1 In case a third-party asserts a claim against you based on the Service allegedly infringing a third party’s intellectual property rights (including patents, copyrights or trademarks) or misappropriates its trade secrets, we have the right, but not a legal obligation, to take over the defence of such infringement claim against you. For these purposes, you shall notify us of such infringement within 15 days from the receipt of the claim. In any case, you must not settle any intellectual property claims without getting our written approval beforehand, which will not be unreasonably denied or delayed.


10. Amendment and Termination


10.1 We may amend these Terms from time to time. If we make material changes to these Terms, we will attempt to provide you notice through our Website (or by other means) to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may terminate your agreement to these Terms; however if you do not terminate your agreement to these Terms, your continued use of our Service after we publish or otherwise notify you about our changes to these terms means that you are consenting to the updated terms.

10.2 In the event of termination, you shall pay for all services rendered by us up to the date of termination.


11. Limitation of Liability


11.1 We undertake to provide the Services with due diligence and only guarantees the accuracy and quality of the services provided, subject to the following.

11.2 You acknowledge and accept that the Services are based on data and information from public records, from activities carried out internally by us or from third party sources and accepts the exclusion of any liability of us for any erroneous, incomplete and/or flawed information not attributable to us.

11.3 You acknowledge that it cannot base its decisions about marketing investments and/or the reliability of its customers and business partners solely on information provided by us. You therefore agree to compare it with business information sources so that you can make its own final judgment from the totality of such information, for which you remain solely responsible.

11.4 You therefore acknowledge that he may not complain to us that you have overinvested in marketing or business activities or granted or not granted payment deferrals to your Organization’s clients solely and exclusively on the basis of information provided by us. You are informed that we do not qualify as a rating agency under current regulations.

11.5 You acknowledge that the Data are the result of statistical and computer processing of necessarily partial information and that the information and evaluations expressed therein are the result of values that cannot be incontrovertible. You are aware that the data may be modified and/or redesigned and hereby waives the right to raise any exception in the event of a change in the aspects indicated. In fact, we may make such content and/or type and/or technical changes to all data included in the services as may be necessary for regulatory, organizational and/or technical compliance reasons. You expressly renounce, from now on, to propose and/or raise any action, dispute and/or exception in case of variation of such aspects.

11.6 To the fullest extent permitted by law, we (as well as our affiliates) will not be liable to you in connection with the Service for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages.

11.7 To the fullest extent permitted by law, we will not be liable to you in connection with the Service for an amount that exceeds the cost of the services you paid to us in the previous 12 months from before your claim.

11.8 The limitations of liability stated above do not apply to our liability for infringement of intellectual properties, fraud, gross negligence or intentional misconduct or its liability for death or personal injury.


12. Transfer


12.1 You acknowledge and agree that we have the right to assign, in whole or in part, the rights and obligations under this Agreement.

12.2 You are prohibited from assigning this Agreement and any rights and obligations under this Agreement.


13. Force Majeure


13.1 It is agreed between the parties that we shall not be liable for failure to perform any of its obligations under these Terms, if such failure is caused by the occurrence of unforeseen events or circumstances of any kind, independent of and reasonably beyond its control, including but not limited to, pandemics, epidemics, fires, floods, wars, disasters or other cases of force majeure.


14. Entity and Dispute Resolution


14.1 You are entering into these Terms with Expandi Limited a company incorporated under the laws of England, company number 06971462 and registered office at 38 Craven Street, London, England, WC2N 5NG.

14.2 These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its principles of conflicts of law.

14.3 Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.4 Notwithstanding clause 14.3 above, we shall have the right, at its sole discretion, to request that any dispute, controversy or claim arising out of or in connection with these Terms be resolved through the courts of competent jurisdiction in your home country (defined as the place of registration of the Company employing you if you are a user or the place of registration of the Company for which you act as Administrator if different or the place of registration of the Company buying one of the Business Services if different).

14.5 If we exercise our right under clause 14.4, you hereby irrevocably submit to the jurisdiction of the courts in its home country for the purposes of any such proceedings.

14.6 The breaching party in any litigation shall reimburse the legal fees and costs incurred by the prevailing party.

14.7 This clause shall survive the termination or expiration of these Terms.


15. Miscellaneous


15.1 You may not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the Terms other than as stated in the Terms.

15.2 All our rights and obligations under these Terms may be freely transferred by us. You have no right of transfer.

15.3 If we do not act to enforce a breach of these Terms, that does not mean that we have waived our right to enforce these Terms.

15.4 The Terms do not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other.

15.5 The Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

15.6 If any provision of these Terms is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties’ intentions and the remaining provisions will not be affected.


EXPANDI EMAIL BROADCASTING AND RENTAL SERVICES AGREEMENT – TERMS OF USE


1. Introduction


1.1 By using the Service (as defined below), you’re agreeing to these terms (the “Terms”), which will result in a legal agreement between your Organization (as defined in the General Conditions, “you”) and Expandi Limited (“Expandi” “we,” or “us”).

1.2 B2B Stars (as defined in the General Conditions) is a community of companies and professionals. Our goal is to help our community to find and be found with the mission to empower businesses to build long lasting and trustworthy relationships globally.

1.3 The Services (as defined in the General Conditions) are designed to support companies and professionals in making their services and products accessible and available on a global scale and to provide them the chance to connect and exchange valuable information to grow their business.

1.4 These Terms, including our General Conditions and Privacy Policy (collectively, the “Agreement”) define the terms and conditions under which you’re allowed to use the Service in accordance with the Agreement. If you don’t agree to these Terms, you must immediately discontinue your use of the Service.


2. Definitions


2.1 “Campaign”: the planning of a marketing activity focused on sending emails to a targeted list defined by you and executed by Expandi.

2.2 “Contact”: any person that we may contact through our Service based on your instructions.

2.3 “Content”: the material, content, data, and information (including your personal information and the personal information of others) you submit to us while using the Service.

2.4 “Email Rental and Broadcasting Services”: informative and/or promotional e-mails sent to email recipients from the Expandi database.

2.5 “Service”: the Email Rental and Broadcasting Services.


3. Service


3.1 We agree to perform the Service on your behalf, sending promotional messages to email recipients from our email database, based on your instructions.

3.2 You agree to provide the Content (including email copy, graphics, and any required assets) to be used in the promotional messages.

3.3 You agree to use the email database solely for sending promotional messages as outlined in this Agreement and in compliance with applicable laws and regulations.


4. Email Campaign Details


4.1 We will schedule and execute email Campaigns according to the agreed-upon schedule and specifications provided by you.

4.2 You will specify the target audience, email content, and other campaign details in writing prior to each Campaign.


5. Fees and Payment


5.1 You agree to pay us the fees as specified in a separate purchase order, web-form or as otherwise agreed upon between the parties.

5.2 Payment shall be made prior to the execution of the Campaign. Should you fail to do so, then the Service will not be activated.


6. Term


6.1 When you sign up for an account and agree to these Terms, the Agreement between you and us is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for 12 months from the Agreement date or until all agreed Campaigns are completed, whichever happens first. By signing these Terms on behalf of your Company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.


7. Termination by cause


7.1 This Agreement can be terminated prior to the expiry of the Term in case of a material breach of one of the two parties, provided that such breach has not been cured within 15 days from the communication by the other party. We won’t refund or reimburse you in any situation unless we have been declared as the breaching party by a competent court.


8. General Rules


8.1 We do not allow Campaigns that promote or incite harm toward others or that promote discriminatory, hateful, or harassing content. To this end, we may suspend or terminate our Agreement if you send a Campaign, or otherwise distribute any content that we determine, at our sole discretion, contains either of the following:

8.1.1 A threat of physical harm: this means any statement, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others.

8.1.2 Hateful content: this means any statement, image, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.

8.2 We do not allow the distribution of content that is, in our sole discretion, materially false, inaccurate, or misleading in a way that could deceive or confuse others about important events, topics, or circumstances.

8.3 If you violate any of these rules, then we may issue a warning to, suspend, or terminate these Terms by cause.


9. Intellectual Property and Licence


9.1 By entering these Terms, you acquire the right to access and use the Service within the limits and exclusively for the purposes described in these Terms. Without prejudice to the following provisions, it is understood that by entering these Terms, you do not acquire ownership of the data and information resulting from the Service, nor any other intellectual property rights, but only the right to use such results for the purposes and within the limits of these Terms.

9.2 It remains understood that your Content remains yours, which means that you retain any intellectual property rights that you have in your content.

9.3 You shall retain all right, title, and interest in and to Content or which we otherwise retrieve or access at your direction or with your permission. Subject to these Terms, you grant us permission to use or disclose your Content (including any personal information therein) only as necessary to provide the Service to you and/or as otherwise permitted by these Terms. You represent and warrant that: (i) you own or have otherwise obtained all necessary rights, releases, and permissions to submit all your Content to the Service and to grant the rights granted to us in these Terms and (ii) your Content and its submission and use as you authorize in these Terms will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing your Content.


10. Intellectual property infringement complaint procedure


10.1 In case a third-party asserts a claim against you and/or us based on the Service and/or the Content allegedly infringing a third party’s intellectual property rights (including patents, copyrights or trademarks) or misappropriates its trade secrets, we – or alternatively you – have the right, but not a legal obligation, to take over the defence of such infringement claim. For these purposes, such infringement shall be notified to the other party within 15 days from the receipt of the claim. In any case, neither party must settle any intellectual property claims without getting the written approval of the other party beforehand, which will not be unreasonably denied or delayed.


11. Amendment and Termination


11.1 We may amend these Terms from time to time. If we make material changes to these Terms, we will attempt to provide you notice through our Website (or by other means) to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may terminate your agreement to these Terms; however, if you do not terminate your agreement to these Terms, your continued use of our Service after we publish or otherwise notify you about our changes to these terms means that you are consenting to the updated terms.

11.2 In the event of termination, you shall pay for all Service rendered by us up to the date of termination.


12. Limitation of Liability


12.1 To the fullest extent permitted by law, we (as well as our affiliates) will not be liable to you in connection with the Service for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages.

12.2 To the fullest extent permitted by law, the parties will not be liable to the other party in connection with the Service for an amount that exceeds the cost of the services you paid to Expandi in the previous 12 months prior to the claim.

12.3 The limitations of liability stated in sections 12.1 and 12.2 do not apply to liabilities for infringement of intellectual properties, fraud, gross negligence or intentional misconduct or its liability for death or personal injury.


13. Force Majeure


13.1 It is agreed between the parties that Expandi shall not be liable for failure to perform any of its obligations under these Terms, if such failure is caused by the occurrence of unforeseen events or circumstances of any kind, independent of and reasonably beyond its control, including but not limited to, pandemics, epidemics, fires, floods, wars, disasters or other cases of force majeure.


14. Data Protection


14.1 In the performance of the Service, you will act as data controller of the personal data (i.e. email addresses) while Expandi will process such personal data as data processor, according to the Data Processing Agreement which form part of these terms of use.


15. Entity and Dispute Resolution


15.1 You are entering into these Terms with Expandi Limited a company incorporated under the laws of England, company number 06971462 and registered office at 38 Craven Street, London, England, WC2N 5NG.

15.2 These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its principles of conflicts of law.

15.3 Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be subject to the exclusive jurisdiction of the courts of England and Wales.

15.4 Notwithstanding clause 15.3 above, Expandi shall have the right, at its sole discretion, to request that any dispute, controversy or claim arising out of or in connection with these Terms shall be resolved through the courts of competent jurisdiction in your home country (defined as the place of registration of your Organization).

15.5 In the event that Expandi exercises its right under clause 15.4, you hereby irrevocably submit to the jurisdiction of the courts as indicated under clause 15.4 for the purposes of any such proceedings.

15.6 The breaching party in any litigation shall reimburse the legal fees and costs incurred by the prevailing party.

15.7 This clause shall survive the termination or expiration of these Terms.


16. Miscellaneous


16.1 You may not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the Terms other than as stated in the Terms.

16.2 All our rights and obligations under these Terms may be freely transferred by us. You have no right of transfer.

16.3 If we do not act to enforce a breach of these Terms, that does not mean that we have waived our right to enforce these Terms.

16.4 The Terms do not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other.

16.5 The Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

16.6 If any provision of these Terms is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties’ intentions and the remaining provisions will not be affected.