This Terms of Service Agreement (the "Agreement") describes the terms and conditions applicable to your use of the Boutir app and/or website (the “App/Site”) . This agreement is entered into between you as the user of the App/Site (the "User") and Boutir Company ("Boutir").
Application of and Acceptance of Terms and Service
For purposes of this Agreement, a "User" is any person who accesses the App/Site for whatever purpose, regardless of whether such User has registered with Boutir as a registered user or not. A User includes the person using the App/Site and any legal entity which may be represented by such person under actual or apparent authority.
By accessing or using the App/Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of this App/Site and any further upgrade, modification, addition or change to this App/Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this App/Site.
Boutir may amend this Agreement at any time by posting the amended and restated Agreement on the App/Site. The amended and restated Agreement shall be effective immediately upon posting. This Agreement may not otherwise be modified, except in writing by an authorized officer of Boutir.
You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by Boutir's policies as stated in the Terms of Service, as well as all other operating rules, policies and procedures that may be published from time to time on Boutir.
Users may use this App/Site solely for their own personal or internal purposes. Each User agrees that it shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through the App/Site (the "Boutir Content") for the purpose of re-selling or re-distributing the Boutir Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with Boutir, or otherwise commercially exploiting the Boutir Content. Systematic retrieval of Boutir Content from this App/Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Boutir is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
Some of the Boutir Content displayed on this App/Site is provided or posted by third parties ("Third Party Content"). Neither Boutir nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of Boutir's display of the Third Party Content on the App/Site. Any Third Party Content is the sole responsibility of the party who provided the content. Boutir is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance of such Third Party Content. In addition, Boutir is not responsible for the conduct of any User's activities on the App/Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.
Boutir may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such third party's website. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites in order to be aware of the terms and conditions of your use of such sites. User acknowledges that Boutir has no control over such third party's website, does not monitor such sites, and Boutir shall not be responsible or liable to anyone for such website, or any content, products or services made available on such website.
Messages or information sent by a User through communication systems provided by the App/Site, or through emails, fax or letters to addressees obtained from the App/Site, shall not contain any of the materials described in the provisions of Section 4.5 below.
Boutir reserves the right to limit, deny or create different access to the App/Site and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use the App/Site wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall Boutir be liable to the User or any third parties for any inability to use the App/Site (whether due to disruption, limited access, changes to or termination of any features on the App/Site or otherwise), any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the App/Site or any of its features.
No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by Boutir and/or any other User and no User shall attempt to gain unauthorized access to such computer systems or networks.
Each User who has filled out an on-line registration form on the App/Site by giving its information (such as name, email address, etc.) is a registered user of Boutir (a "Registered User"). Boutir will establish an account ("Account") for each Registered User and each Registered User is using their email address ("Email") and password ("Password") for log-in access to its own Account.
If the Registered User is a business entity, you represent that (a) you have the authority to bind the entity to this Agreement; and (b) all other information submitted to Boutir during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.
By becoming a Registered User, you consent to authorize Boutir to share contact information such as phone number and email address with other Users who have made a purchase at your store for communication purpose.
Boutir may suspend or terminate a Registered User's Account at any time by giving no less than 24-hour notice to the Registered User; provided, however, that notice is not required for such termination if (a) in Boutir's determination, there is any breach of the provisions of this Agreement by the Registered User; or (b) Boutir has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or (c) Boutir believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, Boutir's other Users, or Boutir or its affiliates.
Notwithstanding Section 3.1 above, Boutir may refuse registration and deny the issuance of an Account to any User for whatever reason.
Users Who Post Information on Boutir
You must be a Registered User in order to post information on the App/Site using the self-help submit and edit tools provided through the App/Site. Your status as a Registered User is governed by the provisions of Section 3 above.
No sales agency relationship is created between any User and Boutir, our affiliates, directors, officers or employees by virtue of Boutir's display of any of the User's information on the App/Site.
Each User hereby represents warrants and agrees to (a) provide Boutir with true, accurate, current and complete information to be displayed on the App/Site and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each User hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to Boutir to display and use all information provided by such User 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.
Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright or trademark licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the App/Site or provides to Boutir or authorizes Boutir to display, or the products represented thereby, do not violate the copyright, trademark, trade secret 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 User hereby represents, warrants and agrees that information submitted to Boutir for display on the App/Site shall not:
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;
be part of a scheme to defraud other Users of the App/Site or for any other unlawful purpose;
relate to sale of products or services that 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 or privacy;
violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
be defamatory, libelous, unlawfully threatening or unlawfully harassing;
be 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;
promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
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;
solicit business from any Users in connection with a commercial activity that competes with Boutir;
contain 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;
link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement; or
otherwise create any liability for Boutir or its affiliates.
Boutir reserves the right in it sole discretion to remove any material displayed on the App/Site which it reasonably believes is unlawful, could subject Boutir to liability, violates this Agreement or is otherwise found inappropriate in Boutir's opinion. Boutir reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Boutir may disclose the User's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and Boutir shall not be liable for damages or results thereof and User agrees not to bring any action or claim against Boutir for such disclosure. In connection with any of the foregoing, Boutir may suspend or terminate the Account of any User as Boutir deems appropriate in its sole discretion.
Transactions between Buyers and Suppliers
Through the App/Site, Boutir provides a digital tool for convenient transactions between buyers and suppliers of products and services. Boutir does not represent the seller or the buyer in specific transactions and does not charge any commissions from completing any transactions. As a result, Boutir does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the App/Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
Users are hereby made aware that there may be risks of dealing with people acting under false pretences. Boutir does minimal actions to verify the accuracy of the information our users provide us when they register on the App/Site. Because user verification on the Internet is difficult, Boutir cannot and does not confirm each User's purported identity. We encourage you to use the various tools available in internet, as well as common sense, to evaluate with whom you are dealing.
Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the App/Site to conduct transactions, such risks shall include, but not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). Each User agrees that Boutir shall not be liable or responsible for any damages that may arise a result of or in connection with any Transaction Risks.
Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the App/Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage. You hereby acknowledge that you have read the terms and conditions listed in each individual site in Boutir.
In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Boutir (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction. Nonetheless, User can report the case to Boutir and Boutir will evaluate to take action to suspend the Account under Section 3.4.
Limitation of Liability
The features and services on the Boutir App/Site is provide on an "as is" and "as available" basis, and Boutir 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 or fitness for a particular purpose. All such warranties, representations, conditions, representations, conditions, undertakings and terms are hereby excluded.
Boutir makes no representation or warranties about the validity, accuracy, correctness, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through the App/Site.
Any material downloaded or otherwise obtained through the App/Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Boutir or through or from the App/Site shall create any warranty not expressly stated herein.
Under no circumstances shall Boutir be held liable for an delay or failure or disruption of the content or services delivered through the App/Site 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.
Each User hereby agrees to indemnify and save Boutir, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the App/Site (including but not limited to the display of such User's information on the App/Site) or from its breach of any of the terms and conditions of this Agreement. Each User further agrees that Boutir is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Boutir reserves the right; at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Boutir in asserting any available defenses.
Boutir 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, strict liability or otherwise or any other damages resulting from any of the following:
the use or the inability to use the App/Site;
any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the App/Site;
unauthorized access by third parties to data or private information of any User;
statements or conduct of any User of the App/Site;
any matters relating to Premium Services however arising, including negligence
Intellectual Property Rights
Boutir is the sole owner or lawful licensee of all the rights to the App/Site and the Boutir Content. The App/Site and Boutir Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the App/Site and Boutir Content shall remain with Boutir, its affiliates or licensors of the Boutir Content, as the case may be. All rights not otherwise claimed under this Agreement or by Boutir are hereby reserved.
"Boutir" and related logos are registered trademarks 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.
All notices or demands to or upon Boutir shall be effective if in writing and shall be duly made when sent to Boutir in the following manner: to Room 316, 16W, Hong Kong Science Park, Shatin.
All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Boutir, or by posting such notice or demand on an area of the App/Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when (a) Boutir is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or (b) immediately upon Boutir's posting such notice on an area of the App/Site that is publicly accessible without charge.
Boutir and the User are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
If any provision herein is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
Boutir's failure to enforce any right or failure to act with respect to any breach by a User under these terms and conditions will not waive that right nor waives Boutir's right to act with respect with subsequent or similar breaches.
Boutir shall have the right to assign its obligations and duties in this Agreement and in any agreement relating to Premium Services to any person or entity.
This Agreement shall be governed by the laws of the Hong Kong SAR(“Hong Kong” without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Hong Kong.
Subscriptions and Cancellations
For monthly subscriptions, service begins as soon as your initial payment is processed. You’ll be charged the rate stated at the time of purchase, every month, until you cancel. Because there’s no annual contract, your rate is subject to change, but we’ll always notify you beforehand. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from Boutir service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.
For annual subscriptions, service begins as soon as your payment is processed. You’ll be charged the annual rate stated at the time of purchase as one lump sum. Your contract will not be renewed automatically. Your payment is non-refundable and your service will continue until the end of your contracted term.
Cancellations can be made any time by going to App “My Plan”, click cancel subscription button on top right hand corner, or by login to your account on website boutir.com/subscriptions. Your payment is non-refundable and your service will continue until the end of your contracted term.