Free Membership Agreement

Part A:  New version – updated on November 10th, 2019 and effective as of November 10th, 2019

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS. THIS AGREEMENT RELATES TO WWW.CLASSYFOREVER.COM.     ACCEPTANCE OF TERMS

1.1 WELCOME TO CLASSYFOREVER.COM’S FREE SERVICE (the “SERVICE”). The following sets forth the terms and conditions of the classyforever.com Free Membership Agreement (this “Agreement“) between you (“Member”) and the CLASSYFOREVER.COM contracting company determined in accordance with this clause 1.1 (“classyforever.com“) under which classyforever.com offers you access to and use of the Service through the websites, mobile sites, mobile applications and other portals owned, operated, branded or made available by classyforever.com to you from time to time relating to (a) the classyforever e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locator “www.classyforever.com” and the mobile applications of the classyforever.com e-commerce platform (collectively the “classyforever Sites”);  

As some or part of the Service may be supported and provided by affiliates of Classyforever.com, Classyforever.com may delegate some aspects of the Service to its affiliates. Use of the Service indicates that you accept the terms and conditions set forth below. If you do not accept all of the terms and conditions, please do not use the Service. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE “I AGREE” BUTTON, YOU ARE INDICATING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT, THE SITE’S TERMS OF USE AGREEMENT, PRODUCT LISTING POLICY AND PRIVACY POLICY (DEFINED BELOW) WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED TO AS THE “TERMS OF USE”). The Classyforever.com Free Membership Agreement will not take effect unless and until you have activated your Account. Terms not defined in this Agreement shall bear the same meaning as that contained in the Terms of Use. 

1.2 Classyforever.com may amend this Agreement at any time by posting the amended and restated Agreement on the Sites. The amended and restated Agreement shall be effective immediately upon posting. Posting by Classyforever.com of the amended and restated Agreement and your continued use of the Service shall be deemed to be an acceptance of the amended terms.

2.    THE SERVICE

2.1 The Service will be offered free-of-charge for an unspecified time period unless terminated in accordance with the terms of this Agreement.

2.2 The Service will have the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of Classyforever.com and notified to you) (“Free Member Benefits”):

a) Company Profile – allows each Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.

b) Products – allows each Member to display and edit descriptions, specifications and images of at least 5 products.

c) Unlimited Buyer Trade Lead Posting – allows each Member to post on the Sites for public display offers to buy products and services from other users of the Sites.

2.3 Classyforever.com may suspend or terminate all or part of the above Free Member Benefits at any time in its sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination. Classyforever.com reserves the right to charge for the Service or any feature or functionality of the Service at any time in its sole discretion.

2.4 Benefits, features and functions available to a Member may vary for different countries and regions.  No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available.

2.5 The availability of any transactional features and functions on the Sites to any Member may be conditional on verification of Member’s identity and/or its designated bank account by Classyforever.com and/or its approved independent third parties.

2.6 Classyforever.com shall issue a Member ID and Password (the latter shall be chosen by the Member during registration) to each Member to access the Service through such Member’s Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all use of and activities that occur under the Member ID and Password (whether such use or activities are authorized or not). A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person, even to other individuals within the Member’s own business entity (where applicable). Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, “multiple use”), may cause irreparable harm to Classyforever.com and each Member shall indemnify Classyforever.com against any loss or damages (including but not limited to loss of profits) suffered by Classyforever.com as a result of such multiple use of an Account. Each Member hereby undertakes to notify Classyforever.com immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that Classyforever.com shall not be liable for any loss or damages arising from the Member’s failure to comply with this paragraph.

2.7 Classyforever.com reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice, except in respect of any ClassyForever Relevant Jurisdiction Users. Classyforever.com further reserves the right but shall not be obliged to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service, except in respect of any ClassyForever Relevant Jurisdiction Users. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Classyforever.com. In respect of any ClassyForever Relevant Jurisdiction Users, ClassyForever Russia Holding Private Limited is the relevant party.

2.8 Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall Classyforever.com be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any losses or damages (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.

2.9   If you voluntarily submit any information to the Sites for publication on the Sites through the publishing tools, including but not limited to, company or business profile, product catalog, trade leads, TRUSTPASS profile, business trust system and any discussion forum, then you are deemed to have given consent to the publication of such information on the Sites.

3.    MEMBER RESPONSIBILITIES

3.1 Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by Classyforever.com and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. To the extent permitted under applicable laws, each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to Classyforever.com to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known. Information that is protected under data protection laws will only be used and kept in compliance with those laws.

3.2 Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Sites shall not:

a) contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;

b) be part of a scheme to defraud other Members or other users of the Sites or for any other unlawful purpose;

c) infringe or otherwise abet or encourage the infringement or violation of any third party’s copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;

d) impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

e) violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

f) contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;

g) contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;

h) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

i) contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone’s privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;

j) involve attempts to copy, reproduce, exploit or expropriate Classyforever.com’s various proprietary directories, databases and listings;

k) involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; and

l) involve any scheme to undermine the integrity of the computer systems or networks used by Classyforever.com and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;

m) link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement or the Terms of Use; or

n) otherwise create any liability for Classyforever.com or its affiliates.

3.3 Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from such referee to (a) act as such Member’s business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member’s consent to be obtained before third parties may contact the business referees.

3.4 Member shall not take any action which may undermine the integrity of Classyforever.com’s feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.

3.5 Each Member acknowledges and agrees that Classyforever.com reserves the right to, but shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. Classyforever.com does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.

3.6 Each Member represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Sites or provides to Classyforever.com or authorizes Classyforever.com to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Member further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information it posts on the Sites or provides to Classyforever.com or authorizes Classyforever.com to display.

3.7 If any Member breaches the representations, warranties and covenants of paragraphs 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6 above, or if Classyforever.com has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Member or third party, Classyforever.com has reasonable grounds to believe that such Member has willfully or materially failed to perform its 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 such Member has delivered the items that materially fail to meet the terms and descriptions outlined in its contract with such third party, or if Classyforever.com has reasonable grounds to believe that such Member has used a stolen credit card or other false or misleading information in any online transaction, Classyforever.com has the right to suspend or terminate the Service and all Free Member Benefits with respect to such Member without compensation and without liability for any losses or damages arising out of or in connection with such suspension or termination, and restrict or refuse any and all current or future use of the Service or any other services that may be provided by Classyforever.com. Further, Classyforever.com reserves the right in its sole discretion to place restrictions on the number of product listings that a Member can post on the Sites for such duration as Classyforever.com may consider appropriate, and to remove any material it reasonably believes that is unlawful, could subject Classyforever.com to liability, violates this Agreement or the Terms of Use or is otherwise found inappropriate in Classyforever.com’s opinion. Classyforever.com reserves the right to cooperate fully with governmental and 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 under applicable laws and policies, Classyforever.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 Sites, 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, and Classyforever.com shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against Classyforever.com for such disclosure. In connection with any of the foregoing, Classyforever.com may suspend or terminate the Account of any Member as Classyforever.com deems appropriate in its sole discretion.

3.8 Each Member agrees to indemnify Classyforever.com, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of materials or deletion thereof, from such Member’s use of the Service or from such Member’s breach of this Agreement or the Terms of Use. Each Member further agrees that Classyforever.com is not responsible, and shall have no liability to it or anyone else for any material posted by such Member or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. Classyforever.com reserves the right; at its 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 Classyforever.com in asserting any available defenses.

5.    USE OF DISCUSSION BOARDS ON THE SITE

5.1 Classyforever.com provides its Members use of discussion boards on the Sites free of charge to promote and encourage open, honest and respectful communication between all of our Members. The discussion boards on the Sites shall not be used as a marketing platform by Members and Members shall not post any information relating to trade leads, promotion of their products or their company profile.

5.2 Each Member acknowledges that all data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted through a discussion board on the Sites, are the sole responsibility of such Member from whom the Content originated. This means that the posting Member, and not Classyforever.com, is entirely responsible for all Content that is uploaded or posted via our discussion boards on the Sites. Classyforever.com does not control the Content posted via discussion boards and therefore does not guarantee the accuracy, integrity or quality of such Content.

5.3 Classyforever.com reserves the right to, but shall have no obligation to, delete or edit any postings in its sole discretion without prior notice. Classyforever.com may but shall not be obliged to monitor posting activities of any Member who is in breach of this Agreement and may restrict their ability to post messages on the discussion boards on the Sites. Under no circumstances will Classyforever.com be liable in any way for any Content, including (without limitation) any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of the discussion boards by such Member. Each Member agrees to evaluate and bear all risks associated with the use of any Content including any reliance on its accuracy or completeness. Each Member understands that by using the Classyforever.com discussion boards on the Sites, such Member may be exposed to Content that is offensive, indecent or objectionable.

5.4 Without prejudice to each Member’s responsibilities under clause 3 of this Agreement, each Member agrees not to use the discussion boards on the Sites to:

a) upload, post or e-mail any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

b) harm minors in any way;

c) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any Content;

d) “stalk” or otherwise harass another;

e) to use the personal data about other users for purposes unrelated to the discussion board or to disclose personal data on the discussion board about third parties without their authorization

f) upload, post or e-mail any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;

g) upload, post or e-mail any Content that infringes any intellectual property rights or other legitimate rights of any party;

h) upload, post or e-mail any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, or any other form of solicitation;

i) upload, post or e-mail any Content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

j) upload, post or e-mail any Content that contains a complaint regarding Classyforever.com’s services or refers to such a complaint on the Sites or to any other Members; any such complaint must be directed to the customer service e-mail on the Sites; or

k) violate any applicable national or internal laws or regulations.

5.5 Each Member acknowledges that Classyforever.com does not pre-screen Content but that Classyforever.com shall have the right (though not the obligation) in its sole discretion to move, modify or remove any Content that is posted or

5.6 To the extent permitted under applicable laws, each Member grants to Classyforever.com a perpetual, world-wide, royalty-free irrevocable, non-exclusive licence (including the right to sub-license through multiple tiers) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any Content (in whole or part) such Member uploaded, posted or supplied to Classyforever.com for posting on the Sites and/or to incorporate such Content in other works in any form, media or technology now known or developed. Information that is protected under data protection laws will only be used and kept in compliance with those laws.

5.7 Each Member shall indemnify and hold Classyforever.com and its subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including consequential loss and loss of profits, goodwill or business opportunities) arising from any third party claim in relation to any Content such Member uploaded, posted or e-mailed on or through the discussion boards on the Sites, such Member’s use of the discussion boards on the Sites, or such Member’s breach of the provisions set out in clause 5.4.

5.8 On being made aware of any such breaches, Classyforever.com may ban, delete or prohibit any Content that relates to those breaches or that Classyforever.com in its sole discretion consider to be harmful to the public or the rights of Classyforever.com or any of its affiliates, licensors, partners or Members.

5.9 Classyforever.com reserves the right to take whatever action it deems necessary to prevent a Member’s breach of clause 5.4 including the following:

a) issue a warning letter to the relevant Member (where the breaches are deemed by Classyforever.com to be minor); or

b) ban the relevant Member from discussion boards on the Sites (where the breaches are deemed by Classyforever.com to be major).

All incidents will be logged and Classyforever.com’s decision shall be final in all such cases.

5.10 All information and/or other Content posted on the Sites by the Classyforever.com service team or by Members or third party partners is supplied for information purposes only and shall not under any circumstances be construed as legal and/or business advice or a legal opinion. Members are encouraged to seek independent professional advice in such situations.

6.    LIMITATION OF LIABILITY

6.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ClassyForever.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

6.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ClassyForever.COM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES.

6.3 Any material downloaded or otherwise obtained through the access to or use of the Sites or Service is done at each Member’s sole discretion and risk and each Member is solely responsible for any damage to its computer system or any loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Member from Classyforever.com or through or from the Service shall create any warranty not expressly stated in this Agreement.

6.4 The Sites may make available to User services or products provided by independent third parties.  No warranty or representation is made with regard to such services or products. In no event shall Classyforever.com or its affiliates be held liable for any such services or products.

6.5 Under no circumstances shall Classyforever.com be held liable for an delay or failure or disruption of the Service resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

6.6 To the extent permitted by law, Classyforever.com shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:

a) the use or the inability to use the Service;

b) any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Sites;

c) unauthorized access by third parties to data or private information of any Member;

d) statements or conduct of any user of the Sites; or

e) any other matter relating to the Sites or Service however arising, including negligence.

6.7 Notwithstanding any of the foregoing provisions, the aggregate liability of Classyforever.com, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Member for all claims arising from the access to or use of the Service or the Sites during any calendar year shall be limited to HK$100. The preceding sentence shall not preclude the requirement by the Member to prove actual damages. All claims arising from the use of the Service must be filed within either one (1) year from the date the cause of action arose or such longer period as prescribed under the applicable law governing this Agreement.

PRIVACY

Please review the following policies to know how we use and protect your personal information when you use Services of the relevant Site:

a) for Users who access or use Sites relating to the Classyforever e-commerce platform, the classyforever.com Privacy Policy (collectively, the “Privacy Policy”).

7.    INTELLECTUAL PROPERTY RIGHTS

7.1 Classyforever.com is the sole owner or lawful licensee of all the rights to the Service. The Service embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with Classyforever.com, its affiliates or licensors, as the case may be. All rights not otherwise claimed under this Agreement or by Classyforever.com are hereby reserved.

7.2 “CLASSYFOREVER” and related icons and logos are registered trademarks or trademarks or service marks of Classyforever.com and related icons and logos are registered trademarks or trademarks or service marks of Classyforever.com Limited and its affiliates in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.

8.          GENERAL

8.1 This Agreement and the Terms of Use constitute the entire agreement between the Member and Classyforever.com with respect to and governs the use of the Service, superseding any prior written or oral agreements in relation to the same subject matter herein.

8.2 Classyforever.com and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

8.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

8.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

8.5 Classyforever.com’s failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive Classyforever.com’s right to act with respect with subsequent or similar breaches.

8.6 Classyforever.com shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of Classyforever.com). The Member may not assign, in whole or part, this Agreement to any person or entity.

8.7 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.