(Last Updated: March 1, 2021)

These Terms of Use are an ongoing contract between you (“User” or “you”) and B-Stock Solutions, LLC. ("B-Stock" or "we") and govern your use of the B-Stock website located at http://www.bstocksupply.com (the "Site") and related services (the “Services”), through which users may purchase products (“Inventory”) from third-party sellers. By accessing or using the Site or Services, you signify your unconditional agreement to follow and be bound by these Terms of Use. If you do not accept these Terms of Use, you may not access or use the Site or Services. By accessing or using the Site or Services, you certify that you are 18 years of age or older. If you are not 18 years of age or older, you must cease all access and use of the Site or Services. B-Stock reserves the right to update or modify these Terms of Use at any time, and such changes shall take effect and be binding immediately on a prospective basis upon posting to the Site. For this reason, we encourage you to review these Terms of Use whenever you access or use the Site. In addition to these Terms of Use, your use of the Site and Services is subject to the terms of the privacy policy, and if you bid upon, purchase, offer for sale, or sell Inventory, the B-Stock Terms of Purchase.

Please read section 11 (disputes) carefully. It affects your rights and will have a substantial impact on how claims or disputes will be resolved. By using the site or services, you agree to be bound by the dispute resolution policy described in section 11.

1. Nature of Relationships

   B-Stock is an intermediary that provides a platform, including the Site and Services, through which certain Users (each a “Buyer”) may purchase Inventory from third-party sellers (each a “Seller”). B-Stock does not sell Inventory, and is not a party to any purchase and sale transaction, but merely provides the platform through which a purchase and sale may be transacted between a Buyer and Seller. B-Stock does not inspect, and makes no representations or warranties regarding, any Inventory. Further, B-Stock does not recommend or endorse any Seller or Buyer, and makes no representations or warranties regarding any Seller or Buyer. You should exercise caution and use your independent judgment before bidding upon or purchasing Inventory.

2. Registration; Account Security

   In order to use some aspects of the Site and Services, you will be required to register with B-Stock to create an account, username and password, and will also be required to provide certain other information, including billing and payment information. If you elect to register with B-Stock, you agree to provide B-Stock with only truthful and accurate information, and to keep this information up-to-date. You agree not to impersonate any other person or company. You are responsible for maintaining the confidentiality of your username and password, and you agree not to authorize anyone else to use your username and password. You are responsible for all activity under your account. You agree to notify B-Stock promptly of any unauthorized use of your account. If you are registering as a business entity, you represent that you have the authority to bind the entity to these Terms of Use.

3. Content
   1. User Content. B-Stock may allow you to submit text, images, feedback, comments, suggestions or other information or content (“User Content”) to or through the Site or Services. If you submit User Content, you grant B-Stock a nonexclusive, perpetual, irrevocable, royalty-free and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such User Content throughout the world in any media. B-Stock is and shall be under no obligation to: (a) maintain any User Content you submit in confidence; (b) pay you any compensation of any kind for any User Content; or (c) respond to any User Content you submit.

      You agree that any User Content that is a review of a seller, (“Review”) shall not contain any material that is, in the sole and absolute discretion of B-Stock, inappropriate, defamatory, false, obscene, violent, unlawful, threatening or otherwise objectionable (hereinafter, “Prohibited Content”). Notwithstanding the generality of the foregoing, Prohibited Content includes, without limitation, any content that (i) violates these Terms of Use, (ii) contains personal information of any person other than yourself, (iii) references or threatens legal actions, (iv) attempts to artificially raise or lower a seller‘s ratings, (v) relates to variables outside of the seller‘s control, and (vi) solicits business outside of the B-Stock platform. Posting of any Prohibited Content, in addition to any and all other rights and remedies available to B-Stock, may result in account suspension or termination. B-Stock may refuse or remove a Review in its sole discretion and without notice to you. However, B-Stock shall have no obligation to monitor Reviews, and you agree that neither B-Stock nor its affiliates, employees, or agents will be liable for Reviews or any loss or damage resulting from Reviews. Notwithstanding the foregoing, B-Stock reserves the right to monitor all activity conducted over the Platform and anticipates that it will do so from time to time.

      You represent and warrant that you own or have obtained all necessary rights and/or licenses to User Content that you submit, and that your and B-Stock‘s use of such User Content does not violate the terms of this Section 3.1 and will not violate or infringe upon the rights of any person or entity. You agree to indemnify B-Stock for all claims, expenses and costs resulting from User Content you submit. B-Stock has the right, but not the obligation, to monitor and edit or remove any User Content. B-Stock assumes no liability for User Content.

   2. B-Stock Content. All materials, including text, images, illustrations, designs, icons, photographs, software, programs and written and other materials that are part of the Site or accessible through the Service, other than User Content (collectively, "B-Stock Content"), is the property of B-Stock or its licensors. B-Stock Content is intended solely for personal, non-commercial use. No right, title or interest in any B-Stock Content is transferred to you by way of these Terms of Use or otherwise. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the B-Stock Content, the Site or any related software. Your access to and use of B-Stock Content is at your sole risk and you acknowledge that B-Stock and/or its licensors shall have no liability to you for B-Stock Content for any reason, including B-Stock Content that may be deemed offensive, indecent, or objectionable.
4. Use of the Site and Services; Site Security

   In connection with your access or use of the Site or Service, you are prohibited from:

   accessing data not intended for you or logging onto a server or an account which you are not authorized to access;

   using any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to access, navigate or search the Site, other than the search engine and search agents available from B-Stock on the Site and other than generally available third-party web browsers (e.g., Mozilla Firefox and Microsoft Explorer);

   using any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site

   attempting to probe, scan or test the vulnerability of a B-Stock system or network or to breach security or authentication measures without proper authorization;

   attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Site or through the Service, overloading, "flooding," "spamming," "mailbombing" or "crashing”;

   sending unsolicited email, including promotions and/or advertising of products or services;forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting;

   copying, modifying, adapting, reproducing, reverse engineering, decompiling, disassembling, or preparing derivative works from B-Stock Content or User Content that is not your own;

   distributing viruses, malicious code, malware or any other technologies that may harm B-Stock, the Site, the Services or a User;

   violating or circumventing any applicable laws, regulations or B-Stock technical measures, security measures or policies;

   violating, infringing, or breaching the rights of B-Stock or a third-party, including, but not limited to any copyrights, trademark rights, patent rights, trade secrets rights, rights of publicity or personality, moral rights, or any other proprietary rights;

   submitting to the Site or through the Services any false, inaccurate, misleading, deceptive, defamatory, or libelous materials or User Content.

   Violations of system or network security may result in civil or criminal liability. B-Stock will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.

5. Export Control Laws

   B-Stock and the Site are located in the United States. The United States and certain other jurisdictions regulate the export of certain products and information. You agree to comply with all applicable regulations and further agree not to export or re-export the B-Stock Content (including any software) to countries or persons prohibited under the United States or other applicable export control laws or regulations. If you access and download any B-Stock Content, you represent and warrant that (a) you are not in a country where such export is prohibited, and (b) are not a person or entity to which export is prohibited.

6. Intellectual Property Rights
   1. Copyrights and Trademarks. All B-Stock Content, including all copyrights therein, is owned, controlled or licensed by B-Stock or its licensors and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all contents on the Site is the exclusive property of B-Stock and is also protected by U.S. and international copyright laws.“B-STOCK” and the B-Stock logos and designs are trademarks, service marks or trade dress ("Marks") of B-Stock, and may not be used in connection with any product or service that is not B-Stock‘s or in a manner that is likely to cause confusion among customers. All other trademarks and service marks not owned by B-Stock that appear on the Site are the property of their respective owners. Access to this Site does not confer and shall not be considered as conferring upon anyone any license under any of B-Stock's or any third-party's intellectual property rights. B-Stock reserves all rights not expressly granted herein.
   2. Claims of Copyright Infringement. B-Stock respects the intellectual property rights of others. If you believe that any content appearing on the Site is being used in a manner that constitutes copyright infringement, please follow the procedures set forth in our Copyright Infringement Policy.
7. References and Links to Third-Parties

   References on the Site to any names, marks, products or services of third-parties or hypertext links to third-party sites or information are provided solely as a convenience to you and do not in any way constitute or imply B-Stock's endorsement, sponsorship or recommendation of the third-party, or its information, products or services. B-Stock is not responsible for the content of any third-party sites and does not make any representations regarding the content or accuracy of material on such sites. If you decide to link to any such third party web sites, you do so entirely at your own risk.

8. Termination

   These Terms of Use are effective unless and until terminated by either you or B-Stock. You may terminate these Terms of Use at any time, provided that you discontinue any further use of this Site. B-Stock also may terminate these Terms of Use at any time and may do so immediately without notice, and/or may deny you access to the Site or Services, in B-Stock's sole discretion. Upon any termination of these Terms of Use by either you or B-Stock, you must (a) immediately discontinue use of the Site and Services, and (b) promptly destroy all B-Stock Content downloaded or otherwise copied from the Site, as well as all copies of such materials, whether made under the Terms of Use or otherwise. Sections 3.1, 3.2, 6.1 and 8-12 shall survive any termination of these Terms of Use.

9. Indemnification

   You agree to defend, indemnify and hold harmless B-Stock, its affiliates, and their respective directors, officers and employees from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to your breach of these Terms of Use, your improper use of the Site or Service, or your breach of any applicable law or infringement of the rights of a third party. B-Stock shall have the right to participate in the defense of any such claim, at its own cost. You may not settle or negotiate any claim that results in liability to, or imposes any obligation upon, B-Stock, financial or otherwise, without B-Stock‘s written consent.

10. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
    1. DISCLAIMER OF WARRANTIES. THE SITE AND THE SERVICES ARE PROVIDED BY B-STOCK ON AN "AS IS" AND "AS AVAILABLE" BASIS. B-STOCK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES, THE SITE OR THE INFORMATION, CONTENT, MATERIALS, OR INVENTORY OFFERED ON THE SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, B-STOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. B-STOCK DOES NOT WARRANT THAT THE SERVICES OR SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, B-STOCK DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY INVENTORY OFFERED ON THE SITE. YOU AGREE THAT YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS OF USE.
    2. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL B-STOCK, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF B-STOCK, ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT WILL B-STOCK BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES DURING THE SIX MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

       CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11. DISPUTE RESOLUTION

    PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS OR DISPUTES WILL BE RESOLVED. IF YOU BID UPON, PURCHASE, OFFER FOR SALE, OR SELL INVENTORY THROUGH THE B-STOCK SITE (ENTER INTO A “TRANSACTION”), ANY CLAIM OR DISPUTE THAT ARISES OUT OF OR RELATES TO THE TRANSACTION, WHETHER BETWEEN YOU AND B-STOCK OR BETWEEN YOU AND A BUYER OR SELLER (AS APPLICABLE), SHALL BE RESOLVED IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROCEDURES SET FORTH IN THE ALTERNATIVE DISPUTE RESOLUTION POLICY WHICH ARE INCORPORATED HEREIN. WITH RESPECT TO ANY OTHER CLAIM OR DISPUTE BETWEEN YOU AND B-STOCK, SUCH CLAIM OR DISPUTE WILL BE RESOLVED EXCLUSIVELY BY A STATE OR FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA, AND YOU AND B-STOCK EACH AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THE COURTS LOCATED WITHIN THE STATE OF CALIFORNIA FOR PURPOSES OF LITIGATING ALL SUCH CLAIMS OR DISPUTES, AND WAIVE ALL OBJECTIONS TO PERSONAL JURISDICTION IN THE STATE OF CALIFORNIA.

12. General Provisions
    1. Governing Law. These Terms of Use will be construed in accordance with and governed exclusively by the laws of the State of California applicable to agreements made among California residents and to be performed wholly within such jurisdiction, regardless of such parties‘ actual domiciles.
    2. Severability; Headings. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
    3. Force Majeure. If performance hereunder is interfered with by any condition beyond a party‘s reasonable control, such as an act of God, the affected party will be excused from such performance to the extent of such condition.
    4. Entire Agreement; Waiver. These Terms of Use, including all agreements referred to and incorporated herein, sets forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties. The waiver of a breach of any provision of these Terms of Use will not operate or be interpreted as a waiver of any other or subsequent breach.
    5. Changes to Terms of Purchase. B-Stock may alter the terms of these Terms of Use at any time by providing thirty (30 days) written notice of such change. User‘s continued access or use of the Site or Services after such notice will constitute acceptance of such change. If User does not wish to be bound to such changes, it may not use the Site or Services subsequent to the effective date of such changes.