B2Bacco
In developmentEarly access

B2Bacco End-User License Agreement and Terms of Use

Draft for approval. Not yet in effect.
Operator Michael Hines, sole proprietor, 20257 Royal Villagio Ct, Unit 202, Estero, FL 33928, United States
Contact legal@b2bacco.com
Effective date On approval
Current version https://www.b2bacco.com/legal/eula
Privacy notice https://www.b2bacco.com/legal/privacy

1. About these terms

B2Bacco is a business-to-business platform for ordering, fulfillment, invoicing and payment collection, built for manufacturers and distributors of cigars and other tobacco products. It is operated by Michael Hines, a sole proprietor based in Florida ("we", "us", "our").

  • A Tenant is a business that subscribes to B2Bacco, typically a cigar or tobacco manufacturer or distributor.
  • A Tenant gives access to its own staff, to its sales representatives and brokers, and to the retail businesses that buy from it (Retailers).
  • A User ("you") is anyone who signs in to B2Bacco or uses a B2Bacco link, such as an invoice payment link.

These terms govern your use of B2Bacco. If your Tenant has a separate written agreement with us (a Tenant Agreement), these terms add to it; where they conflict on a matter between us and the Tenant, the Tenant Agreement controls.

You accept these terms, for yourself and for the business you represent, when you sign in, accept an invitation, or use a B2Bacco link. If you do not agree, do not use B2Bacco.

2. Business use only; age

  • B2Bacco is for business-to-business use only. It is not offered to consumers. You must not use it to sell, market or promote tobacco products to consumers.
  • You must be at least 21 years old, and at least the minimum legal age to sell, buy or handle tobacco products where you are.
  • You must be authorized to act for the business you represent.
  • If you act for a Retailer, you confirm that the Retailer holds the licenses and permits it needs to buy and resell the products it orders.

3. Your account

  • Your Tenant decides who gets access and with which role. It can change or remove your access at any time.
  • Keep your sign-in details confidential. Each person needs their own account; do not share accounts.
  • Use multi-factor authentication when B2Bacco requires it. Administrator and accounting roles must use an authenticator app.
  • Links that B2Bacco emails to you, such as payment links, are for the person they were sent to. Do not forward them. They expire.
  • If you think someone has used your account or a link without permission, tell your Tenant and us at once at legal@b2bacco.com.

4. Acceptable use

You must not:

  • break any law, including tobacco, tax, excise, shipping, export control, sanctions and consumer-protection laws;
  • access, or try to access, data you are not authorized to see, including other Retailers' or other Tenants' data, or try to defeat B2Bacco's access controls, data separation or rate limits;
  • type payment card numbers, card security codes, bank account numbers or government identification numbers into notes or other free-text fields. Enter card details only on the payment page B2Bacco sends you to;
  • upload malicious code, probe or scan B2Bacco for vulnerabilities, or load-test it, without our written permission. Report suspected vulnerabilities to legal@b2bacco.com;
  • copy, scrape, resell, sublicense or frame B2Bacco, or reverse engineer it, except where the law expressly allows this despite these terms;
  • use B2Bacco to send unsolicited messages or to misrepresent who you are;
  • use B2Bacco to get around age, license, adult-signature or other compliance controls.

5. Orders, prices, invoices and payments

  • B2Bacco is software that a Tenant uses to run its business. When a Retailer places an order or pays an invoice, the sale and the payment are between the Retailer and the Tenant. We are not the seller, buyer, shipper or merchant of record, and are not a party to those transactions.
  • The Tenant sets prices, discounts, credit terms, tax and excise charges, shipping methods, returns and collection terms. Take questions or disputes about an order, invoice or charge to the Tenant.
  • Card payments are processed by Authorize.net under the Tenant's own merchant account. You enter card details on Authorize.net's hosted payment page, not in B2Bacco. B2Bacco keeps only a reference to the stored payment profile, the last four digits and the expiry date.
  • When a Tenant charges a card it holds on file for a Retailer, it does so under its own arrangement with that Retailer.
  • Payment links expire after 30 days or once the invoice is paid, whichever comes first. The Tenant can revoke them sooner.

6. Third-party services

  • B2Bacco connects to services that the Tenant chooses and contracts with directly. These include Authorize.net (card payments), Intuit QuickBooks Online (accounting) and UPS (shipping). Those services are governed by their own terms and privacy policies, and we are not responsible for them.
  • Connecting B2Bacco to QuickBooks Online is the Tenant's choice, made by one of its authorized administrators. The Tenant can disconnect at any time, from B2Bacco or from QuickBooks Online.
  • We also use service providers to run B2Bacco. The B2Bacco Privacy Notice lists them.

7. Regulatory responsibility

  • Tobacco products are regulated. The Tenant and each Retailer remain solely responsible for complying with the laws that apply to them. These include licensing and permits, minimum-age rules, excise and other taxes, shipping and delivery restrictions (such as adult-signature delivery and state shipping rules), recordkeeping and reporting.
  • B2Bacco features that support compliance are tools. They include adult-signature-required shipping, license fields, excise calculations and approval steps. They do not guarantee compliance and are not legal, tax or accounting advice. Check the figures before you rely on them.

8. Data

  • As between us and the Tenant, the Tenant's business data belongs to the Tenant, including its data about Retailers. We process that data to provide B2Bacco, as the B2Bacco Privacy Notice describes.
  • We may use operational data that identifies no person, Tenant or Retailer, alone or combined with other data, to run, secure and improve B2Bacco.
  • If you send us suggestions or feedback, we may use them without any obligation to you.

9. License and ownership

  • We grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable license to use B2Bacco while your Tenant lets you. "B2Bacco" here means its web console, phone screens, emails and links. The license is subject to these terms and covers only:
    • the Tenant's internal business purposes, if you work for the Tenant; or
    • doing business with the Tenant, if you act for a Retailer.
  • We and our licensors own B2Bacco, including its software, design, documentation, name and marks. These terms grant no rights except those stated in them.
  • Some parts of B2Bacco are open-source software provided under their own licenses.

10. Availability and changes

  • B2Bacco is in active development and changes over time: we may add, change or remove features, and may carry out maintenance. Unless a Tenant Agreement says otherwise, we make no availability commitment to Users.
  • We may suspend access to protect B2Bacco, Tenants or Retailers, to comply with law, or if these terms are broken. Where we can, we will tell the Tenant first.

11. Disclaimers

To the extent the law allows, B2Bacco is provided "as is" and "as available". We disclaim all warranties, express or implied, including those of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that B2Bacco will be uninterrupted or error-free, or that calculations it produces (such as tax, excise or aging figures) are fit to rely on without review.

12. Limitation of liability

To the extent the law allows, we are not liable to you for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, arising from your use of B2Bacco. Our total liability to you under these terms is limited to one hundred US dollars (US$100). A Tenant Agreement may set a different limit between us and the Tenant. Nothing in these terms limits liability that cannot be limited by law.

13. Indemnity

The business you represent will defend and indemnify us against third-party claims arising from your breach of these terms or of law.

14. Ending access

Your access ends when:

  • your Tenant removes it;
  • the Tenant's subscription ends; or
  • we suspend or end it under these terms.

Sections 5 to 9, 11 to 13 and 15 survive.

15. Governing law and disputes

These terms are governed by the laws of the State of Florida, without regard to its conflict-of-law rules. Any dispute arising from them or from your use of B2Bacco will be brought only in the state or federal courts located in Lee County, Florida, and you and we consent to those courts' jurisdiction.

16. Changes to these terms

We may update these terms. The current version, with its effective date, is always at https://www.b2bacco.com/legal/eula. We will notify Tenant administrators of material changes at least 30 days before they take effect. If you keep using B2Bacco after a change takes effect, you accept it.

17. Contact

Michael Hines, operator of B2Bacco 20257 Royal Villagio Ct, Unit 202 Estero, FL 33928, United States legal@b2bacco.com