B2BEA Membership Terms & Conditions

Effective January 1, 2024

B2B eCommerce Association Pty Ltd (hereinafter “B2B eCommerce Association”), provides news, thought leadership, training, certification, and tools to facilitate improvements in the B2B eCommerce industry. B2B eCommerce Association Membership is available for purchase by business entities for the benefit of promoting their product or service and their individual team members (corporations, limited liability companies, partnerships, associations, and other business or nonprofit organizations) (“Vendor Members”) and individual professionals (“Individual Members”) from around the world who are committed to building excellence in B2B eCommerce (collectively, the “Members”).

Applicability; Acceptance. These Membership Terms and Conditions (“Terms”) and any applicable supplements thereto (collectively the “Agreement”) is between the purchaser of a B2B eCommerce Association membership (“Member”), and B2B eCommerce Association Pty Ltd, an Australian proprietary limited company, with a principal place of business at 2/3 Park Rd, Cheltenham, VIC, 3192, Australia (“B2B eCommerce Association”) (together, the “Parties”). 

1. Term

• Individual Member. Unless otherwise provided herein, the term of this Agreement (the “Initial Term”) commences on the date Member purchases a B2B eCommerce Association Membership and continues for a period of one (1) year. Thereafter, the Agreement will automatically renew for additional successive one-year terms (“Renewal Terms”) unless terminated by either Party in accordance with Section 2 entitled “Termination”.

• Vendor Member. Unless otherwise agreed all Vendor Memberships are for a period of one (1) year. Thereafter, the Agreement will automatically renew for additional successive one-year terms (“Renewal Terms”) unless terminated by either Party in accordance with Section 2 entitled “Termination”.

2. Termination

Termination by Member: Member may terminate this Agreement and applicable B2B eCommerce Association membership type at any time for convenience by providing written notice to B2B eCommerce Association at least thirty (30) days prior to the end of the then-current term by submitting an email to: info@b2bea.org or submitting a written request via first class certified mail at 2/3 Park Rd, Cheltenham, VIC, 3192, Australia, ATTN B2B eCommerce Association Membership.

Termination by B2B eCommerce Association: B2B eCommerce Association may terminate this Agreement without cause upon thirty (30) days’ prior written notice to Member sent: (i) via first class certified mail to Member’s last known address; or (ii) via Member’s email address as documented by B2B eCommerce Association by virtue of Member’s membership. Additionally, B2B eCommerce Association may terminate this Agreement and revoke Member’s membership along with any permissions hereunder immediately upon a Member’s material breach of the Agreement. A material breach of the Agreement includes, but is not limited to, Member’s failure to fulfill its payment obligations, Member’s violation of Section 4 relating to Membership Conduct, and Member’s violation of B2B eCommerce Association intellectual property, including the B2B eCommerce Association Name and Logo as detailed in Section 6.

3. No Refunds

B2B eCommerce Association shall not be responsible for a refund of any fees, dues, course or certification fees or costs, expenses, and charges paid by the Member or Corporate Member prior to termination of this Member’s membership

4. Member Benefits and Conduct.

B2B eCommerce Association Members receive benefits associated with their membership as may be identified from time to time by B2B eCommerce Association. Vendor Members may receive additional benefits related to their Membership.

Membership Conduct. B2B eCommerce Association is a professional network. Member’s membership in B2B eCommerce Association may include benefits that help facilitate introductions/interactions to other members, and a license to the B2B eCommerce Association name and logo as described herein. In the event the B2B eCommerce Association receives any complaints from other members/non-members regarding Member’s conduct, actions, communications and/or activities related to the B2B eCommerce Association in any way; such complaint(s) may result in immediate termination of Member’s membership, by B2B eCommerce Association in its sole discretion.

B2B eCommerce Association Vendor Directory. All Vendor Members shall be included in the B2B eCommerce Association Vendor Directory. The Vendor Directory may include Vendor Members’ name, address, industry, number of employees, and logo. B2B eCommerce Association shall work with individual Vendor Members to ensure accurate information in the Vendor Directory. In applying for Vendor Membership, you acknowledge and waive any and all rights to opt out of our collection and distribution of your company information, and you further agree that B2B eCommerce Association has no liability for providing this information to third parties. B2B eCommerce Association shall display all Vendor Members’ logos, unless a Vendor Member revokes permission in writing to B2B eCommerce Association at info@b2bea.org

5. Privacy

In addition to B2B eCommerce Association’s Privacy Policy, available for review here: https://www.b2bea.org/privacy-policy and Terms of Use, available for review here: https://www.b2bea.org/terms Individual Members agree and consent to the following additional uses of Personal Information.

“Personal Information” may include, but is not limited to, your name, address, phone number, email addresses, birthdate, employer information, employment history information, or any other personally identifying data collected from you or from your employer by B2B eCommerce Association, or its authorized agents in fulfillment of B2B eCommerce Association’s membership-oriented programs.

6. Member Use of B2B eCommerce Association Name and Logo

During the Term of this Agreement, B2B eCommerce Association grants Member a nonexclusive, non-assignable and non-transferable limited license to use the B2B eCommerce Association’s Name and Logo for the limited purpose of conveying notice of Member’s membership in B2B eCommerce Association. Member agrees that B2B eCommerce Association Name and Logo may not be otherwise used, copied, reproduced or altered in any manner. Nothing in these Terms and Conditions, or in Member’s use of the B2B eCommerce Association Name and Logo, shall give Member any rights whatsoever in the B2B eCommerce Association Name and Logo, or in any similar marks, beyond the rights granted in these Terms and Conditions.

Upon any termination, expiration, cancellation or suspension of Member’s membership or the Term of this Agreement, Member shall discontinue all use of the Name and/or Logo. Furthermore, B2B eCommerce Association has an absolute right to terminate, cancel, suspend or withdraw Member’s license at any time. The Name and Logo may not be used in any way as to represent approval by B2B eCommerce Association of the content of media with prior written permission of B2B eCommerce Association. A copy of any proposed media must accompany all requests for permission.

The Name and Logo may not be used in any way as to represent an endorsement or certification by B2B eCommerce Association of any product or service offered by Member. Nothing in this Agreement or in Member’s use of the Name and/or Logo shall confer any endorsement or approval of Member’s products or services or of Member.

The Name and/or Logo are the property of B2B eCommerce Association and may only be used by a member of B2B eCommerce Association during that member’s period of membership.

Member may display the Name and/or Logo anywhere on Member’s website at Member’s primary internet domain name. Member’s online use of the Name and/or Logo will be linked, at a minimum from the most prominent reference to the Name and/or Logo on the respective page, to the B2B eCommerce Association website at b2bea.org (or such other address as shall be established).

7. Disclaimer of Warranties

B2B eCommerce Association MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO ANY SERVICES OR OBLIGATIONS ARISING UNDER THIS AGREEMENT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

8. Limitation of Liability

IN NO EVENT SHALL B2B eCOMMERCE ASSOCIATION BE LIABLE TO MEMBER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT B2B eCOMMERCE ASSOCIATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

9. Waiver 

No waiver by B2B eCommerce Association of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by B2B eCommerce Association. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

10. Force Majeure and Delay by Member

B2B eCommerce Association shall not be liable or responsible to Member, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of B2B eCommerce Association including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. Additionally, If B2B eCommerce Association’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Member or its agents, subcontractors, consultants or employees, B2B eCommerce Association shall not be liable for any costs, charges or losses sustained or incurred by Member, in each case, to the extent arising directly or indirectly from such prevention or delay.

11. Assignment

Member shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of B2B eCommerce Association. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Member of any of its obligations under this Agreement.

12. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the Parties hereto, in furtherance of the B2B eCommerce industry, and the Parties’ respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

14. Governing Law and Jurisdiction

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of Victoria, Australia without giving effect to any choice or conflict of law provision or rule (whether of Victoria or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of Victoria. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of Australia or the courts of Victoria, Australia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

15. Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

16. Survival

Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement.

17. Amendment and Modification

B2B eCommerce Association reserves the right to change this Agreement and/or its terms at any time and may eliminate the license granted herein with respect to the Member, the Member individually or all members collectively at any time. Any change to this Agreement and/or its terms shall be effective as of the date of posting to the website of B2B eCommerce Association or actual notice to Member, whichever is earlier.

18. Questions.

Any questions regarding Member’s application, membership, or this Agreement should be provided directly to B2B eCommerce Association via the following email: info@b2bea.org