Terms of Service

By accessing or using the Site you agree to be bound by these Terms.

These Terms constitute a legal agreement between you (“Customer”, “you”, or “your”) and Keystone B2B ("we", "us", or "our") governing your use of the Site and the Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates, in which case the terms “you,” “your” or “Customer” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you may not use the Site.

The Services provided with our B2B commerce platform may include, depending on your subscription and configuration:

Users may need to register for an account to use certain Services and features of the Site. By registering for an account, you represent that you are at least 18 years of age and have not been previously prohibited from using the Site or the Services. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. By using the Site or the Services you represent and warrant that all information you submit is truthful and accurate and that your use of the Services does not violate any applicable law or regulation.

Some of the Services may require payment. If you elect to use such Services and such Services are available in your location, you agree to pay all amounts owed when due. We reserve the right to change our prices at any time, subject to applicable law. All prices are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S) OR OTHER PAYMENT METHOD(S) USED IN CONNECTION WITH ANY TRANSACTION. You grant to Keystone B2B the right to provide payment information to third parties for purposes of facilitating the completion of transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any transaction.

You agree to use the Site and the Services only for lawful purposes and in accordance with these Terms. You agree to comply with all applicable laws, including those of the country, state, and city in which you are present while using the Site. You agree not to:

Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use, and protect your information.

By using the Services, you grant us permission to access and process the business data you provide or authorize through integrations as necessary to deliver the Services. You represent that you have the authority to share this data and have obtained any necessary consents from your customers, employees, and other individuals whose data you submit.

Information on the Site is provided for convenience and information only. All content on the Site, including but not limited to text, images, graphics, designs, logos, audio clips, video, data, music, software, and other material, is the property of Keystone B2B or its content providers, and is protected by copyright, trademark, patent, or other proprietary rights. The collection, arrangement, and assembly of all content on the Site is the exclusive property of Keystone B2B and protected by copyright laws. The trade names, trademarks, and service marks owned by Keystone B2B, whether registered or unregistered, may not be used in connection with any other product or service, or in any other manner that is likely to cause confusion or dilution. Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any right or license to use any material without prior express written permission. Keystone B2B and its providers and licensors expressly reserve all intellectual property rights in all content. You agree not to use, copy, distribute, or create derivative works of any of the content other than expressly permitted herein.

You retain ownership of your business data and content. By providing any such data and content to us through the Site or by using the Services you grant to us a nonexclusive, royalty free, perpetual license to use such data and content to provide and improve the Services.

When you post or submit comments, reviews, ideas for the Site or the Services, or other similar content or material, you grant to us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Keystone B2B and its sublicensees the right to use the name that you submit in connection with such content, if we choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Keystone B2B for all claims resulting from content you provide. Keystone takes no responsibility and assumes no liability for any content posted by you or any third party.

We strive to maintain high availability of the Services, but we do not guarantee uninterrupted access. The Site or the Services may be temporarily unavailable because of scheduled maintenance, emergency repairs or security updates, or third-party provider outages or factors beyond our reasonable control. We will make reasonable efforts to provide advance notice of scheduled downtime, when possible. Under no circumstances shall Keystone B2B be held liable for any delay or failure in this Site and/or any of the Services directly or indirectly resulting from, arising out of, relating to or in connection with events beyond our reasonable control, including, without limitation, internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, pandemics, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties. The provisions of this paragraph are in addition to, and not intended to limit or modify, the limitation of Limitation of Liability section below.

THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED “AS IS AND “AS AVAILABLE” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. KEYSTONE B2B FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATING TO THE RESULTS OF USE OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. AS WITH THE PURCHASE OF ANY PRODUCT OR SERVICE, YOU SHOULD EXERCISE APPROPRIATE CAUTION IN YOUR USE OF THE SITE AND THE SERVICES. KEYSTONE B2B CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SITE.

TO THE FULLEST EXTENT ALLOWED BY LAW, KEYSTONE B2B DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY AND ANY WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. KEYSTONE B2B DOES NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KEYSTONE B2B SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OR INABILITY TO USE THE SITE OR THE SERVICES, ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THE SERVICES, OR ANY BUGS, VIRUSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED THROUGH THE SITE OR THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE OR THE SERVICES OFFERED HEREIN WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID, IF ANY, FOR THE APPLICABLE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

In addition to the specific indemnification obligations stated in other sections of these Terms, you agree to indemnify, defend, and hold harmless Keystone B2B, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with your access to or use of the Site or any Services, your violation of these Terms, your violation of any applicable laws, rules, or regulations or your violation of any rights of another.

We reserve the right to suspend, terminate, or restrict your access to the Site or the Services, to disable any account, or to discontinue any plan or subscription to the Services at any time, for any reason or for no reason, without notice. We may limit availability of the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. Keystone B2B does not represent or warrant that the Site, or any information in or aspect thereof, is appropriate or available for use in any particular jurisdiction. Upon termination, your right to use the Services will cease immediately, and we will delete your data in accordance with our Privacy Policy.

You may not access, use, export, re-export, or transfer the Site or any Services except as permitted by applicable law, including U.S. export control and sanctions laws. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that you are not identified on any U.S. government restricted party list maintained by the Department of the Treasury or Department of Commerce.

We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting. We will notify you of material changes by posting the new Terms on this page and updating the "Last updated" date. Your continued use of the Site or the Services after any changes constitutes acceptance of the new Terms.

These Terms shall be governed by the laws of the State of Utah. Any legal action or proceeding related to the Site, the Services, or these Terms shall be brought exclusively in a federal or state court of competent jurisdiction in Salt Lake County, Utah, and by using this Site or the Services you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

CLASS ACTION AND JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND KEYSTONE B2B AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE PRODUCTS OR SERVICES PROVIDED BY KEYSTONE B2B SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR KEYSTONE B2B MAY BRING OR PARTICIPATE IN ANY CLAIM AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND KEYSTONE B2B EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE PRODUCTS OR SERVICES PROVIDED BY KEYSTONE B2B.

When you use the Site or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

The Site may contain links to third-party websites and advertisements (collectively, “Third-Party Sites”). Such Third-Party Sites are not under our control, we make no representation with respect to such sites, and we are not responsible for any consequences related to visiting any such site. You agree that you use all links to Third-Party Sites at your own risk.

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. Failure to insist upon or enforce strict performance of any provision shall not be construed as a waiver of any provision or right. This, together with any of our policies referred to herein, is the entire agreement between you and us relating to your use of the Site, and supersedes any and all prior or contemporaneous written or oral agreements between you and us regarding the same subject matter (except other written, fully executed contracts between you and us). Neither the course of conduct between you and us, nor trade practice, shall act to modify any provision herein.