1.1 B2Brazil Serviços Interativos Ltda., a Brazilian limited company ("B2Brazil"), operates business-to-business and trade networking, information and commercial platforms in multiple languages located at www.b2brazil.com and www.b2brazil.com.br, and non-Brazilian services such as www.b2argentina.com.ar and www.b2usa.com, as well as and any other B2Brazil-branded or B2Brazil-operated services provided to you by B2Brazil (the B2Brazil websites and B2Brazil-operated online services are together referred to as the "Website" or “Websites”).
1.2 From time-to-time, B2Brazil enters into agreements with third parties (“Partners”) to develop and operate customized, “private label” versions of the Websites (“Private Label Websites”) for the benefit of the Partners’ clients, customers, and/or associates, as the case may be. The Private Label Websites utilize B2Brazil’s infrastructure and Website architecture, promoting companies associated with the Partners, with such companies also promoted on the Website. If your company registers through a Private Label Website or through using a Partner’s identification code, then you hereby acknowledge and agree that all rights, obligations and remedies hereunder applicable to “B2Brazil” (as defined and used herein) shall also inure, and be applicable, to the Partner, and you further acknowledge and agree that the “Websites” (as defined and used herein) shall include any applicable Private Label Website. The Private Label Website is provided under the responsibility of B2Brazil, excluding any liability of a Partner for which the services are provided and developed by B2Brazil.
1.5 ANY TRANSACTIONAL RISKS OF ANY KIND ASSOCIATED WITH THE IMPORTATION, EXPORTATION, PURCHASE OR SALE OF PRODUCTS AND/OR SERVICES OFFERED THROUGH THE WEBSITE SHALL BE FULLY BORN BY YOU AS A USER. YOU ARE SOLELY AND FULLY RESPONSIBLE WITH RESPECT TO ALL APPLICABLE TERMS AND CONDITIONS PERTAINING TO ANY TRADE OR BUSINESS TRANSACTIONS MADE PURSUANT TO YOUR USE OF THIS WEBSITE.
2. ACCESS TO THIS WEBSITE
2.1 Subject to this Agreement, you may use the Website as a "Visitor" (which means you are browsing the Website, utilizing its content and services and/or interacting with others) or a "Registered Member" (which means you have registered through some means of using the Website). Visitors and Registered Members shall collectively be referred to herein as "Users".
2.2 As a Registered Member, it is a condition of your use of this Website that all the information you provide on this Website will always be correct, current, and complete. Depending on your use of the Website, you may have an online area consisting of content and services that you develop, manage and maintain and such other functionality made available to you on the Website (such online area, your "Hotsite"). In addition, as a Registered Member, you may post trade leads to buy products, sell products or look for distribution partners.
3. USE OF SERVICE:
Your use of the Website is governed by this Agreement. You may not use this Website for any other purpose without B2Brazil’s express prior written consent. For example, you may not (and may not authorize any other party to): (i) co brand this Website, or (ii) frame this Website, or (iii) hyper-link to this Website, without the express prior written permission of an authorized representative of B2Brazil; provided however, that you may market, promote and hyper-link to your Hotsite that is distributed through the Website.
5. PROPRIETARY INFORMATION AND TRADEMARKS:
The Website includes proprietary information (including copyrighted works, trademarks, service marks, logos, information, texts, graphics, software, files, directories, listings and databases) owned by B2Brazil, third parties and licensors, which we refer to as "B2Brazil Content". Additionally the Website includes (or may include) the ability for Visitors and Registered Members to add "User Content" to personalized areas or "profiles" and to add comments, messages and other communications in various areas of the Website; we define and refer to "User Content" below.
6. B2BRAZIL CONTENT
6.1 The B2Brazil Content is the proprietary information of B2Brazil or the party that provided the B2Brazil Content to B2Brazil, and B2Brazil or the party that provided the B2Brazil Content to B2Brazil retains all right, title, and interest in the B2Brazil Content. Accordingly, the B2Brazil Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of B2Brazil, except that you may post within your screen, download or print out a copy of the B2Brazil Content solely for your personal or business custom usage or internal use, and not for external commercial purposes. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the B2Brazil Content. Modification or use of the B2Brazil Content except as expressly provided in this Agreement violates B2Brazil’s or other third party's intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this Website. We make no guarantee regarding the reliability, accuracy, or quality of any B2Brazil Content.
6.2 Trademarks, service marks, and logos appearing in this Website are the property of B2Brazil or the party that provided the B2Brazil Content to B2Brazil. B2Brazil and any party that provided the B2Brazil Content retain all rights with respect to any of their respective copyrights, trademarks, service marks, or other proprietary rights in the B2Brazil Content.
7. USER CONTENT
7.1 As a User, you are fully responsible with respect to any material or content you enter and post on the Website including but not limited to text, images, graphics, email messages, data and proprietary information such as contact information, company descriptions, company logos, products and/or services descriptions and company's financial profile, whether such content appear your posting in a User forum or, if a Registered Member, in your Registered Member listing in the database section of the Website or in your Registered Member Hotsite (collectively, "User Content"). In certain circumstances, B2Brazil may translate a Registered Member's supplied text for such member's Hotsite from the member's language to other languages. Such translations may be machine or manual translations. In other circumstances, subject to applicable laws, B2Brazil may create a Registered Membership for a company using publicly available information and content from the Internet where the company will be notified and can opt-out at any time of the free Hotsite by notifying B2Brazil of its desire to be removed. Users are fully and solely responsible to ensure that User Content posted, linked or otherwise published on the Website is accurate, true, current and complete. B2Brazil only acts as a passive conduit with respect to online diffusion of User Content. B2Brazil does not systematically monitor, edit or control User Content and does not sustain any legal responsibility, liability or accountability whatsoever in relation thereto.
7.2 While B2Brazil does not actively monitor, edit or control User Content posted on the Website, B2Brazil reserves the right (which it may exercise at its sole discretion without notice) to verify and/or screen User Content. B2Brazil does not make any commitment, representation or warranty with respect to the conduct of such verification and/or screening nor does it approve, endorse or certify User Content, whether it was so verified and/or screened or not. B2Brazil also reserves the right (which it may exercise at its sole discretion without notice), to delete, move or edit User Content as well as to suspend or terminate any User's access to and use of the Website.
7.3 Users undertake not to make any illegal or fraudulent use of the Website and more particularly, undertake not to:
(a) provide contact information - such as email address, website URL, phone number, etc. - in any location other than the relevant fields in the contact information section during registration or the relevant fields in the contact information section when sending an initial communication;
(b) post, link to or otherwise publish any content that is unlawful, false, threatening, abusive, harmful, violent, harassing, libelous, pornographic, obscene or indecent;
(c) post, link or otherwise publish any content which infringes copyright, patents, trademarks, publicity or privacy rights or, generally, any third party right;
(d) post, link or otherwise publish information and/or make offers which relate to counterfeit, stolen or fraudulent products and/or services, as the case may be;
(e) post, link or otherwise publish any information unrelated to the Website or the Website's topics;
(f) disguise the origin of any information provided in the Website;
(g) impersonate any person or entity (including B2Brazil’s employees or hosts) or misrepresent any affiliation with any person or entity;
(h) post or transmit on or from the Website any information that contains software viruses, files or code designed to interrupt, destroy or limit the functionality of the Website or any computer software or equipment;
(i) post, link or otherwise publish any confidential information of another User or third party which have the purpose or effect of affecting the price or value of any security;
(j) collect, store or retransmit other Users' personal or proprietary data provided in the Website;
(k) restrict or inhibit any other User from using the Website;
(l) contravene to any applicable law, statute or regulation, namely but not restrictively related to trade practices, import and export controls and/or restrictions, unfair competition and false advertising; or
(m) post, link or otherwise publish content or do anything in relation to the Website which creates liability, adversely affects or is likely to create liability or adversely affect B2Brazil’s s business and/or reputation.
7.4 If a User breaches the terms and conditions imposed by this Agreement and posts User Content that is misleading, untrue, offensive or that is likely to cause any prejudice of any kind to anyone through its use, as another User of this Site, in addition to having your account cancelled, you shall bear all risks associated with your use of such User Content posted, linked or otherwise published on the Website, and you should therefore not rely on any User Content in making (or refraining from making) any specific investment or other business decision without prior verification.
8. REGISTRATION PROCESS, CONDITIONS AND FEES
8.1 Companies that desire to market and promote themselves and their products and/or services may choose to become a Registered Member. There are two types of Registered Members: Free Members and Premium Members. “Free Members” do not pay a fee to register and receive basic Member Benefits (as defined in Section 8.4 below). Paying members (known as “Premium Members”) pay a fee and receive basic and additional Member Benefits. The price of membership appears in the course of online registration of the Website, provided that B2Brazil may offer certain promotional discounts and benefits in its sole discretion. At any time, a Registered Member may elect to upgrade its account to one of the Premium Member Accounts. If a Registered Member selects and purchases Premium PLUS Membership, then the terms and conditions of any relevant agreement shall apply and be incorporated into, and be part of, this Agreement.
8.2 B2Brazil charges certain fees for online “add-ons” selected by its Registered Members, such as, by way of example, fees to purchase credits to access Leads Contacts and fees to become B2B Verified. The price of any such fees will appear in the course of promoting the relevant services and the final fee amounts shall be approved by the Registered Member at the time of payment. B2Brazil reserves the right to charge any service fees for other types of online transactions and services upon reasonable prior notification published on the Websites.
8.3 Registration and other fees are paid through a debit of a credit card (e.g., Visa, Master Card, etc.), through direct debit of a current account, through boleto bancário and through wire transfer (Swift). In each case, payments to B2Brazil are processed through a secured online facility provided on or through the Website.
8.4 B2Brazil provides Registered Members with various services, features and/or advantages, such as by way of example, developing and maintaining their Hotsite online area to promote themselves and their products and/or services, posting and accessing trade leads (with limits imposed depending on level of membership) and using online tools to facilitate commerce (collectively, "Member Benefits"). Such Member Benefits (as applicable to each of Free Members and Premium Members) may be altered or terminated, and their pricing structure and payment conditions may be modified, at any time, without prior notice. Other functionalities or offers made available by B2Brazil on the Website, and their pricing structure and payment conditions, may also be changed or withdrawn by B2Brazil, from time to time, without prior notice. Any such alterations and/or additions are governed by the terms and conditions of this Agreement.
8.5 Your registration shall become in effect at the date indicated on the receipt to be transmitted to you by B2Brazil confirming payment. As a pre-condition, Premium and Premium PLUS Members are required to undergo the B2B Verification process to verify the existence of the member-company and proper authorization for such membership. Such verification shall be decided in B2Brazil’s sole and reasonable discretion. You agree to provide documentation and identification reasonably requested by B2Brazil.
8.6 B2Brazil does not refund membership fees and services fees except in cases involving fraudulent transactions. For the avoidance of doubt, in the case of verifying a member company requesting and paying for B2B Verified status, in the event B2Brazil is unable to verify the company according to its standard process applied to all verifications, then the member will not become B2B Verified and the member will not be refunded. B2Brazil will state to the member in writing the reasons for failing to receive B2B Verified status and the member may remedy such failure in order to become B2B Verified. B2Brazil spends time, resources and, in some cases, pays third parties to conduct and complete B2B Verification and you agree that B2Brazil’s retention of the fee is the compensation for this. Similarly, if your Premium or Premium PLUS Membership is denied due to the failure to receive B2B Verification, your payment will not be refunded.
8.7 You are fully responsible for maintaining your password and not to reveal or pass it on to any third party. If you are made aware of any unauthorized use of your password and/or log-in number or account, you shall immediately notify B2Brazil.
8.8 Your registration will be automatically renewed and the applicable period (e.g., monthly or annual) renewal fee debited from your account at the anniversary date of your registration or last renewal unless you notify us in writing that you wish to cancel your paid service. If your registration is not automatically renewed for any reason, then you will be given several notices prior to expiration advising you of the date of expiration and providing you with a simple means to renew. B2Brazil may erase all User Content you have posted on the Website that exceeds the benefits of Premium Membership if payment of the renewal fee is not validly made within thirty (30) days from the expiration of your membership.
8.9 As a Registered Member, you shall provide your email address to B2Brazil. However, your email address will not be published on the Website. Email messages to and from other Users shall transit through a form-generated email that will be accessed through the Account Management Area, and email messages to Premium Members will also be sent to their registered email address.
9. USERS TRADING AND BUSINESS TRANSACTIONS
9.1 B2Brazil provides an online platform allowing for the exchange of key trade, business and service information between service and/or product suppliers/sellers and buyers. As such, B2Brazil only acts as a passive conduit for the exchange of User Content which further enables trade or business transactions between Users. B2Brazil is not involved in and does not monitor, control or otherwise endorse trade or business transactions between Users and shall not be held legally responsible, liable or accountable in any way whatsoever in relation thereto, namely but not restrictively, if the products/services are not available, not delivered on time, not of the quality represented, are defective, faulty, dangerous, counterfeit or otherwise not lawful or not satisfactory.
9.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretenses. B2Brazil uses several techniques to verify the accuracy of certain information our paying Users provide us when they register for a paying membership service(s) (such as “B2B Verified” status). However, because user verification on the Internet is difficult, B2Brazil cannot and does not confirm each User's purported identity (including, without limitation, “B2B Verified” Members). Although B2Brazil provides the "B2B Verified" service to certain Users who pay for the verification and to Premium Members, whereby it verifies that the Registered Member’s company’s existence, such verification does not guarantee business credibility, lawful activity or honest transactions, and B2Brazil assumes no liability for the verification, the information presented and any transactions with such Members. It may be just one element in your overall due diligence. You are encouraged to use various means, as well as common sense, to evaluate with whom you are dealing, and are advised to review the "B2B Safe Practices / Tips" and to conduct commercial reasonable due diligence in regards to each company that they may do business with.
9.3 Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Websites, that it is solely and fully responsible with respect to all applicable terms and conditions pertaining to any trade or business transactions made in connection with using the Websites, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Websites. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Websites may violate or may be asserted to violate third party rights, and the risk that User may incur costs of defense or other costs in connection with third parties’ assertion of third party rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users of the Websites as a result of purchase and sale transactions in connection with using the Websites may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks". Each User agrees that B2Brazil shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
9.4 In the event of a dispute involving a User of this Agreement with respect to any trade or business transaction, such User hereby agrees to indemnify and hold B2Brazil harmless against any liability, loss, damage, cost or expense, including reasonable attorneys' fees, (and any actual, special, incidental or consequential damages, as the case may be) arising out of or incurred in connection with any claim, request, action or proceeding made or brought against B2Brazil as a result of or in connection with such transaction and/or dispute.
9.5 B2Brazil’s Leads Central™ area allows buyers and sellers to post and respond to business leads (“Leads”). Certain Leads require a credit (a “Leads Credit”) in order to access the contact details of the poster of the lead or the sender of the lead. Depending on the type of membership, a Registered Member (even a free one) will be granted a certain number of free Leads Credits upon registration and every 12 months thereafter. The number of free Leads Credits granted to each type of Registered Member appears in the course of online registration of the Website, provided that B2Brazil may change or eliminate the number of free Leads Credits granted on each 12 month anniversary in its sole discretion. If you are a Registered Member, upon receiving a Lead, you will be able to see the date it was required and the requirement, and then you shall have the option of using one of your Leads Credits to access the contact information of the poster of the Lead. If you do not have any Leads Credits remaining, then you may purchase Leads Credits by upgrading your membership or by purchasing a Leads Credit or package of Leads Credits. You must review the requirement description carefully to determine the viability of the opportunity for your business before using a Lead Credit to access the contact details. B2Brazil is the intermediary between you and the Lead poster/sender, and therefore does not warrant or guarantee the viability of the Lead, although part of the reason why Registered Members receive a certain number of free Lead Credits is to offset any non-viable Leads. As stated in Section 8.6, B2Brazil does not refund services fees (including without limitation fees for Leads Credits) except in cases involving fraudulent transactions. As you use Leads Credits, they are deducted from your balance first from any Leads Credits purchased, then from your annual allotment depending on type of membership. Each anniversary of your membership, if your account balance of Lead Credits is less than the number of Leads Credits you are entitled to for your type of membership, then B2Brazil will increase your balance by granting a balance up to the number of Leads Credits that you are entitled to. If, at that time, your account balance of Leads Credits is greater than the number of Leads Credits you are entitled to for your type of membership, then your balance will continue unchanged and you will not receive any additional Leads Credits from B2Brazil for the coming 12 months period; provided, however, if you do not renew a Premium Membership and downgrade your membership to Free Membership, then your balance will be reduced by any unused Leads Credits that were part of your Premium Membership). If you renew your Premium Membership, then your balance will increase by the number of Leads credits that are part of the relevant Premium Membership benefits.
10. INTELLECTUAL PROPERTY
10.1 As a User, you represent that you own all rights and interests, including copyright and trademark rights, or have acquired all necessary third party authorization in relation to entering and posting User Content on the Website. You hereby guarantee that User Content you have entered and posted on the Website does not violate any third party copyright (including moral rights, as the case may be), trademarks rights, trade secrets or any other proprietary information of any kind.
10.2 You agree to grant and hereby grant to B2Brazil a perpetual royalty free non-exclusive license to reproduce, modify, translate, make available, distribute and sub-license any User Content you have entered and posted on the Website at any time, in whole or in part, and in any form now existing or to be discovered, for any purpose related to the conduct of B2Brazil's business and the exploitation and/or promotion of the Website.
11. REGISTERED MEMBERS' REPRESENTATIONS
11.1 As a Registered Member, you represent that you have the authority to bind the business entity you act on behalf of to this Agreement with respect to the use of this Website, that all the User Content you have entered in the Website is accurate, complete and current, and that such User Content rightfully belongs to the business entity duly represented by you.
11.2 As a Registered Member, you are fully and solely responsible for your use of this Website and for the User Content that you have entered and posted on the Website. As a consequence, you undertake to indemnify and hold B2Brazil harmless against any liability, loss, damage, cost or expense, including reasonable attorneys' fees (and any actual, special, incidental or consequential damages, as the case may be) arising out of or incurred in connection with any claim, request, action or proceeding made or brought against B2Brazil as a result of a breach of any of the covenants, undertakings, warranties or representations made in this Agreement to which the foregoing indemnity relates. B2Brazil reserves the right to contact you be email or other means with regard to the use of the Website.
12. LIMITATION OF LIABILITY AND WARRANTY
12.1 THE INFORMATION PROVIDED IN THIS SITE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, AND NO WARRANTY, EXPRESS OR IMPLIED, IS GIVEN AS TO ACCURACY OR COMPLETENESS OF THE WEBSITE CONTENT, AND B2BRAZIL, ITS AGENTS, AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES DOES NOT ACCEPT ANY LIABILITY FOR ANY ERROR OR OMISSION. YOU ALSO RECOGNIZE AND ACCEPT THAT B2BRAZIL, ITS AGENTS, AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGE RESULTING FROM FAULTY COMPUTER COMPONENTS, SOFTWARE OR COMMUNICATION LINKS, RELATED TO THE LOSS OR NONEXISTENCE OF COMMUNICATIONS CAPABILITY OR RELATED TO FAULTY, INCOMPLETE OR INCOMPREHENSIBLE TRANSMISSION OR TO A TRANSMISSION ERASED BY ANY COMPUTER OR NETWORK.
12.2 B2BRAZIL, ITS AGENTS, AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES DO NOT OFFER ANY WARRANTY WHATSOEVER AND SHALL NOT BE HELD RESPONSIBLE WITH RESPECT TO THE PERFORMANCE OF USERS' REGISTRATION TO THE WEBSITE IN TERMS OF BUSINESS OPPORTUNITIES, CONTACTS ACHIEVED, NUMBER OF VISITS OR ANY OTHER BUSINESS RESULTS OR EXPECTATIONS OF ANY KIND.
12.3 B2BRAZIL, ITS AGENTS, AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES SHALL NOT BE NOT RESPONSIBLE OR LIABLE FOR: (A) THE ACCURACY, PROPRIETY, LEGALITY OR TRUTHFULNESS OF ANY INFORMATION THAT APPEARS ON OUR WEBSITE ABOUT B2BRAZIL REGISTERED MEMBERS OR THEIR PRODUCTS OR SERVICES (INCLUDING BUT NOT LIMITED TO COMPANY NAME, CONTACT PERSON AND DETAILS, PRODUCT DESCRIPTION AND SPECIFICATIONS, PHOTOGRAPHS, VIDEOS, ETC.) WHICH INFORMATION IS PROVIDED BY THE REGISTERED MEMBERS; AND (B) THE CONDUCT OF ANY OF OUR REGISTERED MEMBERS IN RELATION TO THEIR BUSINESS ACTIVITIES USING OR PROVIDING INFORMATION ON OUR WEBSITE.
12.4 WHILE B2BRAZIL AGREES TO MAKE ITS COMMERCIALLY REASONABLE EFFORTS IN ORDER TO HAVE ITS WEBSITE OPERATIONAL AND ACCESSIBLE ON A REASONABLE BASIS, B2BRAZIL OFFERS NO WARRANTY WHATSOEVER AS TO THE TECHNICAL PERFORMANCE OF ITS WEBSITE AND OFFERS NO GARRANTY OF MERCHANTABILITY. B2BRAZIL, ITS AGENTS, AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES SHALL IN NO EVENT BE HELD LIABLE FOR ANY DAMAGES, DIRECT OR INDIRECT, RESULTING FROM THE USE OR IMPOSSIBILITY TO USE THE WEBSITE, INCLUDING DAMAGES ASSOCIATED TO THE LOSS OF PROFITS, LOST OPPORTUNITIES, BUSINESS INTERRUPTIONS OR LOSS OF DATA.
12.5 B2Brazil, its agents, affiliates, directors, officers and employees shall not be liable for any Users claims or losses of any nature including, but not limited to, loss of profits, direct, indirect, special or consequential damages arising from the use or inability to use this Website. In any case, B2Brazil's liability shall at no time exceed the yearly cost of a Premium Member's registration.
13.1 B2Brazil is not liable for the content of other websites available through hyperlinks from this Website, including a User's linked websites, as the case may be (hereinafter "Linked Sites"). Such Linked Sites have been created and/or approved by third parties and B2Brazil is not acting as an editor or publisher of the information and material contained in these Linked Sites. In the event that B2Brazil modifies any content on a Linked Site, it will notify the Registered Member and unless the Registered Member notifies B2Brazil to remove the modifications or itself modifies the content, the Registered Member thereby approves of such modification. B2Brazil is not affiliated with and does not endorse the Linked Sites, the owners or operators of the Linked Sites or the products and/or services made available on these sites. This Website is not sponsored by the Linked Sites or their owners or operators. Your navigation to these Linked Sites and their marking as bookmarks are your sole responsibility.
13.2 B2Brazil may refuse the use of hyperlinks to this Website if the link is made to another page than the home page of this Website, through deep linking, framing or mirroring, or if the surrounding context in which the hyperlink is used is harmful to the honor, reputation or commercial interest of B2Brazil.
14. B2Brazil’s USE OF USER CONTENT
14.1 As a User, you understand and agree that whether or not you are a Registered Member, B2Brazil may sell or transfer to third parties any or all of the User Content you have provided and posted on this Website, in connection with the sale, purchase, merger, reorganization, liquidation or dissolution of B2Brazil or otherwise than in such connection, in exceptional circumstances, provided that the third party to which the information is transferred or sold has expressly committed to protect your PII and seek confirmation from you on any further use of the information.
15.1 A Registered Member's membership may be terminated immediately, upon receipt a written notice from B2Brazil through email or other means, in the following circumstances:
(a) If B2Brazil is informed of the initiation of proceedings pursuant to any laws relating to insolvency or bankruptcy or if any proceedings are instituted against a Registered Member; if a receiver, Trustee or any other person having similar powers is named in respect of all a substantial part of a Registered Member's assets or business; if any person, company or legal entity being lawfully authorized to do so, takes possession of all or part of a Registered Member's assets, business or real property, or upon one of the Registered Member's voluntary or forced dissolution or liquidation;
(b) If a Registered Member has failed to comply with any material term, covenant, obligation or representation set out in this Agreement.
15.2 B2Brazil may terminate a Registered Member's membership for any reason at B2Brazil's discretion, namely if it has any reason to believe that a Registered Member's continued membership may be prejudicial to B2Brazil's business or reputation or to other Registered Members.
16. EFFECT OF TERMINATION
16.1 Upon termination of this Agreement, subject to the provisions contained in this Agreement related to B2Brazil's rights to use the User Content, a Registered Member's membership shall immediately cease to have effect together with all the User's privileges, rights and benefits related to such membership, without any monetary obligation, indemnity or compensation on B2Brazil's part. B2Brazil shall delete such User Content from the Website within a reasonable delay.
16.2 You understand that such termination may result in permanent loss of all information and content associated with your account. Consequently, you should maintain your own copies of all of your information and content. Furthermore, you agree that B2Brazil shall not be liable to you nor any third-party for any termination of your account or access to the Website.
16.3 B2Brazil reserves all its recourses at law if termination has occurred pursuant to the Registered Member's default to comply with the provisions of this Agreement.
17.1 If there is any dispute about or involving the Websites or this Agreement, you agree that the dispute shall be governed by the laws of the State of Sao Paulo, BRAZIL, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of Brazil located in the State of Sao Paulo, City of Sao Paulo.
18. FINAL PROVISIONS
The parties represent and warrant that have the capacity to enter into this Agreement and that this Agreement constitutes legal, valid and binding obligations of their part. This Agreement constitute the entire agreement between you and B2Brazil regarding the use of the Website. The failure of B2Brazil to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is determined by a court to be void and unenforceable, such provision shall not affect any other provision of this Agreement or their validity or enforceability. B2Brazil shall have the right to assign any of its obligations and duties in this Agreement to any person or entity. This Agreement has been drawn up in English, with translations in Portuguese, Spanish and Chinese, and you agree that the translations are provided for convenience only and that the Portuguese-language version will govern the use of the Websites by Brazilians and the English-language version will govern the use of the Websites by non-Brazilians.