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MANAVI FOUNDATION LLC, an individual limited liability company headquartered at 8 The Green, Suite # 5038, Dover, DE 19901, USA is a private legal entity holding the web platform tool called B2Bid, hosted on the internet domain www.b2bid.com, hereinafter referred to simply as "B2BID", hereby establishes the present TERMS OF USE for the USERS of your web platform, according to the conditions described below.

PLEASE READ THESE TERMS CAREFULLY BEFORE BEGINNING TO USE THE SERVICES.

1. OBJECT

1.1 These Terms of Use ("TERMS") constitute a legal agreement between B2BID and any person, physical or legal, who expresses your desire to use the B2Bid Platform by registering a user account ("ACCOUNT") on the website www.b2bid.com, or in the respective mobile application.

1.2 It is understood as "USER(S)" anyone who performs their due registration or otherwise use the B2Bid Platform, including in this definition both service providers, providers, associations and other interested parties.

2. OIL AND SCOPE OF TERMS

2.1 By using the platform or any of the services offered by B2BID, the USER accepts and is subject to the conditions of these TERMS, as well as to the Privacy Policies and other attached documents.

2.2 If you do not accept these TERMS, you will not be able to access the platform or use any of the services offered by B2BID.

2.3 All rights and obligations brought by these TERMS apply only to direct relationships between B2BID and USERS, and there is no interference or liability of B2BID in the relations conducted by USERS between us.

2.4 These TERMS expressly supersede any conflicting provisions contained in contracts or agreements entered into previously with the USER.

3. MODIFICATION OF TERMS

3.1 B2BID may at any time and for any reason update, renew or cancel these TERMS and other attachments unilaterally, and such modifications shall be valid immediately upon their publication in this section of the B2Bid Platform.

3.2 The continuity of the use of the platform after the publication of new TERMS will import in the tacit acceptance of these by the USER.

3.3 B2BID reserves the discretion to immediately terminate these terms with respect to the USER, or, in general, cease to offer services or deny access to the platform at any time and for any reason, provided that the relative devices are observed termination.

4. EFFECTIVENESS

4.1 These TERMS will be valid indefinitely, exercising their effects on any and all uses of the B2BID Platform and as long as the USER (S) accounts remain active.

5. SERVICES

5.1 The B2Bid Platform is a digital marketplace where USERS and service providers, as well as associations and other business groups, can connect to buy and sell services and products, online and with each other.

5.2 The Platform itself, as well as most of its tools and utilities, can be accessed free of charge by any USER, subject to the limits and benefits offered for each type of subscription.

5.3 The services provided by B2BID subject to these TERMS consist of:

I) Hosting and maintenance of the B2Bid Platform, allowing USERS to use it to freely and without interference, seek services and products and submit budget proposals.

II) Professional space to provide direct contact between USERS and service providers, through the disclosure of contact information and other pertinent data from one party to the other.

III) Monthly Subscription Services, with benefits such as higher limits for the provision of budget proposals and authorized users, the possibility of submitting budgets for subscriber-only requests, privileged space or highlighting posted ads, among others, according to the terms and values ​​offered by the B2Bid Platform at the time of subscription.

6. ONEROSA MONTHLY SIGNATURE SERVICES

6.1 Whenever an onerous monthly subscription is contracted, after a period of one month, whenever possible the subscription will be renewed automatically.

6.2 If automatic renewal is not possible and no new signature is contracted, the USER's account will automatically be moved to the free account category, which will remain fully functional but will not count on the benefits of the onerous subscription.

6.3 Negotiations initiated due to the benefits inherent to the onerous subscription will remain active even after a possible demotion for a free account, however, new procedures will depend on the active benefits at the time of use.

6.4 The USER that acts as a service provider acknowledges that the monthly subscription payment to enable participation in exclusive deals only matters in accessing such procedures and can not hold B2BID accountable for inexact negotiations, whatever the reason, including in cases of incorrect or out-of-date cadastral data.

7. BUSINESSES BETWEEN USERS

7.1 B2BID allows the USERS to contact and negotiate directly with each other, without any intervention in the contact, negotiation or execution of the business entered into, and is not, as such, providing any services announced by its users on the platform.

7.2 As a classified service, B2BID imposes or interferes with any negotiation about condition, value, quality, form or term referring to contracting between two or more USERS, it does not guarantee the quality or delivery of services contracted between USERS.

7.3 B2BID, through the B2Bid Platform, only provides information and means to obtain services, but in no way offers, nor does it intend to offer, the services themselves, other than those previously mentioned in topic 5 of these TERMS, having no responsibility for the services contracted or for the product of eventual work performed by the USERS, including, without limitation and without limitation, the guarantees of suitability and compliance with laws, regulations or administrative resolutions.

7.4 It is the sole responsibility of the USERS wishing to enter into business with each other to sign the contract, which are solely responsible for ensuring compliance with the obligations assumed and compliance with the relevant legislation, including, but not limited to, any and all duties tax, labor, social security, commercial, environmental, administrative and etc.

7.5 Any conflicts that result from negotiations between USERS shall be resolved without any involvement of B2BID, using legal and administrative channels available in the national territory.

7.6 Each USER acknowledges and accepts that the relationship between USERS corresponds to an independent contract not covered by these TERMS. Nothing contained herein creates an association, joint venture, agency, or employment relationship between USERS or between USERS and B2BID.

7.7 The service provider must bear in mind that, in this capacity, his offer links him, pursuant to article 30 of the Consumer Protection Code and article 429 of the Civil Code, whose compliance may be judicially required by the USER of the services .

8. CAPACITY FOR REGISTRATION AND ACCOUNT

8.1 B2BID services are aimed at legal entities regularly enrolled in federal and state taxpayers' registers, with a valid registration of activities (CNAE), and that have the legal capacity to hire them.

8.2 The accounts of authorized individuals will always be linked to a legal entity account, and must be added using the user administration interface of the main account.

8.3 The use of the B2B Platform is prohibited by persons who do not enjoy the aforementioned capabilities, including minors or persons who have been disabled by B2BID, temporarily or permanently, leaving USERS already aware of the relevant legal sanctions set forth in the current Civil Code .

8.4 The initial registration of a legal entity account shall be carried out by a legal representative and duly authorized by the registering company, always accompanied by a valid CNPJ and corporate email.

8.5 It is necessary to fill in all the personal data required by B2BID at the time of registration, so that the USER can be enabled to use the platform.

8.6 It is the sole responsibility of the USER to provide, update and guarantee the veracity of the registration data, and B2BID shall not be liable for any civil and criminal liability resulting from untrue, incorrect or incomplete data provided by the USERS.

8.7 The creation of more than one register by USER is expressly forbidden. In the case of multiple registrations made by the same USER, whether individual or legal, B2BID reserves the right, in its sole discretion and without prior consent or communication to the USERS, to disable or exclude all existing registrations and to prevent any future registrations linked to the USER suspended.

8.8 In any case, duplication of data is forbidden, so that only one national registry for each CNPJ / CPF and corporate e-mail will be allowed.

8.9 B2BID reserves the right to use all valid and possible means to identify its USERS, as well as to request additional data and documents that it considers pertinent for this purpose.

8.10 B2BID may suspend, temporarily or permanently, the USER responsible for registration with erroneous, untrue or outdated data, as well as prevent, block or cancel any advertisement or offer of budget published by it, without prejudice to other measures that it deems necessary and timely.

8.11 B2BID may unilaterally exclude USER registrations when it is found harmful or offensive to other USERS, B2BID or third parties.

8.12 The sanctions foreseen in this chapter are not subject to any type of request for compensation or compensation for damages, loss of profits or moral damages by the USERS.

8.13 Access to the registered account will be carried out by means of a login and password chosen by the USER himself, which agrees not to inform this data to third parties, remaining exclusively and totally responsible for the use made of them.

8.14 The USER must immediately inform B2BID, through the contact channels available on the platform, whenever they suspect unauthorized use of their account. Any use of the account made prior to B2BID's response will be the sole responsibility of the registered USER.

8.15 The username ("login") can not contain any similarity or mention to the term "B2Bid", being forbidden the choice of login that insinuates or suggests to be B2BID the taker or provider of the service. Also, terms deemed offensive or in breach of current legislation will not be admitted.

8.16 It is expressly forbidden to the USER to authorize third parties to use their account, as well as any kind of assignment, sale, rent or any other form of transfer or disposal of user accounts.

8.17 B2BID reserves the right to change, shorten, abbreviate or suppress the information specified by the USER whenever it deems necessary. In addition, B2BID may also, unilaterally and without prior notice, refuse any request for registration or cancel any previously accepted registration.

8.18 By registering with these TERMS, B2BID grants you a very personal, limited, inalienable, revocable and non-transferable license to access and use the B2BID mobile site and application, as well as to access and use any content, information and materials which may be available on the platform, subject to the limits and benefits inherent in the type of subscription contracted.

9. PAYMENTS

9.1 The USER acknowledges that the only amounts charged by B2BID correspond exclusively to the monthly subscription packages of the B2Bid Platform, as contracted of its own free will.

9.2 B2BID will not in any case be responsible for the delay, divergence or non-payment of services and products negotiated between USERS.

9.3 B2BID reserves the right to establish, delete, alter or revise the amounts charged for the services and products offered by the B2Bid Platform at any time and in its sole discretion.

9.4 B2BID may, at its discretion, offer certain USERS promotional offers and discounts that result in the collection of different amounts for identical services or products obtained from the B2BID Platform, the USER being aware that such differentiated amounts will only be applied to those who complete the due requirements and are effectively covered by the promotion or discount.

9.5 The contracting of a monthly subscription package for the B2Bid Platform will only be executed after confirmation of the payment made, at which time the contracted benefits will automatically be applied to the USER's account.

9.6 Payments made through the B2Bid Platform use the "Stripe" payment gateway. By making a payment through the B2Bid Platform, the USER agrees to the applicable STRIPE Rules of Use applicable to the case (available at www.stripe.com.br/terms.aspx).

10. CANCELLATION AND DISSOLUTION POLICY

10.1 You may at any time elect to deactivate or delete your personal or business account through the B2BID Platform.

10.2 When deactivated, the account and all your data will be removed from public access in the B2BID Platform, however, such content will remain archived on the servers, allowing the USER to re-enable the account in the future.

10.3 When deleted, the account and all your data will be permanently removed from the servers and the B2BID Platform, resulting in the need to create a new account for the USER.

10.4 Because business and personal accounts are necessarily linked, if the USER chooses to delete his / her personal account responsible for a business account, the system will automatically attempt to link the business account to some other authorized personal account. If no other personal account is linked, the business account will also be excluded from the B2Bid Platform.

10.5 The USER who waives the automatic renewal of the onerous subscription must request the cancellation within 7 (seven) days after the automatic renewal to be entitled to obtain a reversal of the amounts, which will be made within 30 (thirty) days counted date of notification.

10.6 The amounts paid by way of subscription are non-refundable, so that the USER who chooses to cancel a valid onerous subscription will not be entitled to reimbursement for unused days;

10.7 In the case of accidental contracting or unwanted automatic renewal, the USER must report the error to B2BID within a maximum of 24 hours (twenty four hours) counted from the time of hiring.

10.8 Following the accidental signature notification, B2BID will have a period of 30 (thirty) days counted from the receipt of the notification to investigate the case and render its decision to the USER.

10.9 B2BID may dissolve these TERMS and disable accounts when bankruptcy, closure, entry into the debt amortization law or settlement of a USER, or when it does not use its accounts for a period of 12 (twelve) months without any activity.

10.10 Without prejudice to the other provisions in the same sense, B2BID may choose to terminate these TERMS unilaterally whenever a violation of any of its determinations occurs.

11. USER OBLIGATIONS

11.1 The USER declares to be aware that the B2Bid website is offered in the state in which it is located? and without any warranty, and expresses your consent to the procedures related to the capture, use, disclosure and transfer of your data as indicated in the Privacy Policy and its modifications.

11.2 As explained in topic 7 of these TERMS, any business or relationship that is between two or more USERS are the sole responsibility of these, who must pay attention to the duties and obligations inherent to the activity developed and provided for in the current legislation.

11.3 The USER undertakes not to use a platform for purposes other than that for which it is intended, aware that personal or informal employment activity (freelancer) is prohibited.

11.4 The B2Bid Platform may only be used for the purpose of contracting valid and legal business, with expressly forbidden attempts to hire or supply illicit products and services, as well as any illegal activities that may offend or result in material or moral damages to other USERS , B2BID or third parties.

11.5 Advertisements or other content that contains indecent, defamatory, transgressive, transgressive, minor, nudity, pornography, illegal activities or any kind of violence may be censored, deleted or even excluded, eventually resulting in the inability of the responsible USER and other legal consequences, depending on the seriousness of the offense.

11.6 B2BID does not pre-curate the ads served on the platform. Any USER or third party who feels offended or harmed by any content posted on the platform may request its exclusion through the service channels.

11.7 The USER undertakes never to manipulate, directly or indirectly, the prices of the advertised services, remaining fully aware of the penalties for practices of consumer fraud, cartel, abusive increase and others.

11.8 Fraud or manipulation of the B2Bid Platform reference and feedback system is expressly prohibited. Whenever a positive evaluation is artificially generated, the USER responsible will have his account immediately suspended and may eventually be excluded.

11.9 Repeated disclosure of the same advertisement, content, request or budget, even in different categories, is prohibited. B2Bid reserves the right to delete any duplicate content, as well as suspend or delete the account of the USER responsible for duplicity.

11.10 B2BID reserves the right to refuse or exclude ads, proposals or other content from the platform as a result of compromised reliability, conflicts with the law or administrative authorities, or in defense of the rights of third parties, without this in any way may result in some right of compensation for the USER.

11.11 B2BID also reserves the right to suspend or delete your USER account, including denying any access to the platform or services offered, whenever you notice the occurrence of conduct that violates or violates these TERMS.

12. RESTRICTIONS ON USE

12.1 Without prejudice to the other provisions of these TERMS, the USER is expressly prohibited from:

I) obtain, store, disclose, market and / or use personal data of other USERS for any purpose, especially commercial or illegal;

II) use automatic means for tracking or downloading platform data, such as robots, crawlers or similar tools for data capture, except for Internet search tools and non-commercial public archives;

III) attempt or effectively circumvent, in any way whatsoever, the B2BID Platform, its system, website, mechanisms, tools, database, servers or any connected network;

IV) remove any copyright or trademark notices or any other intellectual property notice from B2BID or its USERS;

V) reproduce, modify, create derivative works, distribute, license, rent, sell, resell, transfer, publicly display, transmit, publish, broadcast or otherwise exploit the B2Bid Platform, except for the expressly set forth in these TERMS;

VI) decompile, reverse engineer or attempt to disrupt the B2Bid Platform in any way;

VII) bind, duplicate or use macros anywhere on the platform;

VIII) introducing or implementing programs or scripts in order to extract information, scan, index or otherwise perform data mining anywhere on the platform, or otherwise hinder or otherwise prevent the operations or functionality of the platform;

IX) attempt to gain unauthorized access to any area of ​​the platform;

X) defaming, abusing, accusing, attacking, threatening or otherwise violating legal rights (such as privacy and publicity rights) of others, including the B2BID team;

XI) uploading files to the platform that contain software or other material that violates the intellectual property rights, privacy or publicity of third parties;

XII) upload files containing viruses, trojans, corrupted files, malware, adware, or any similar software that may cause damage to the operation of other computers;

XII) publish content that is not of its authorship and for which it has not obtained express authorization of use;

XIV) send physical or digital correspondence in chain / mass to platform users, or publish content in a repetitive manner characterized as "spam";

XV) download and publish files of other USERS without express or legal authorization for such practice;

XVI) to adapt, alter, license, sublicense or translate the B2Bid Platform site for personal or commercial use;

12.2 Any interference, attempted or activity that violates or contravenes the intellectual property laws and prohibitions stipulated in these TERMS will render the person responsible liable to suffer the effects of the pertinent legal actions, as well as the sanctions provided herein, and is also responsible for indemnify B2Bid or its USERS for any damages caused.

13. INTELLECTUAL PROPERTY

13.1 The commercial use of the expression "B2Bid" as a trademark, business name or domain name, as well as the logos, trademarks, insignia, content of the screens related to the Platform services and the set of programs, databases, networks and files that allow the USER to access and use your account, are owned by B2BID and are protected by international copyright laws, trademarks, patents, models and industrial designs. Misuse and partial or total reproduction of such content is prohibited except with the express permission of B2Bid.

13.2 Similarly, all text, graphics, editorial content, data, format, graphics, designs, HTML language, appearance and appearance, photographs, music, sounds, images, the software, videos, fonts and other content (collectively, "Exclusive Material") accessed through the B2Bid Platform site or application are owned by B2BID.

13.3 Neither these TERMS, nor any use made of the platform, transfer or grant ownership rights over the platform, its tools, the technology employed, or any content therein, except for the limited license granted in item 8.18. Likewise, these TERMS or the use of the platform does not authorize the USER or third parties to use or make reference to company names, logos and other elements of visual identity, product and service names, trademarks or the owners and licensors of the B2BID.

14. PENALTIES

14.1 Without prejudice to other measures, B2BID may, in its sole discretion and without prior consent or communication to the USERS, warn, suspend or cancel, temporarily or permanently, the registration or the announcements, requests, budgets and other content of the USER , and may even apply a sanction that negatively impacts the reputation within the platform, at any time, initiating legal actions and suspending the provision of its services, whenever:

I) the USER does not comply with any provisions of these TERMS and other policies of B2BID;

II) THE USER to practice criminal or criminal acts;

III) the identity information provided by the USER can not be checked or suspected of fraud;

IV) B2BID understands that the practices of the USER on the platform have caused any damage, or potentially cause, to other USERS, B2BID or third parties;

14.2 In the event of temporary or permanent suspension of the account and registration of the USER, all negotiations, announcements, requests and active budgets will be automatically canceled or made unavailable.

14.3 If the suspension is temporary, the contracted monthly subscription will be resumed if it is still in effect.

14.4 The USER will indemnify B2BID, its affiliates, subsidiaries, direct or indirect controllers, directors, administrators, employees, representatives and employees, including attorneys' fees, for any claims filed by other USERS or third parties, arising from the activities of the first platform, as well as any damages arising from breaches of these TERMS and other policies of B2BID, and also any violation of law or third party rights.

15. PRIVACY OF USER INFORMATION

15.1 All information or personal data provided by the USER to B2BID will be stored securely in accordance with the terms of the attached document entitled "Privacy Policies".

16. RESPONSIBILITIES

16.1 Are B2B services offered in the state in which they are located? and shall be subject to availability, and to the maximum extent permitted by applicable law, are offered without warranty of any kind, either express or implied, including any and all damages that may be caused by the use of the B2Bid Platform.

16.2 B2BID is not responsible for technical and / or operational defects or defects arising from the system of the USER or third parties. The services are offered without any guarantee of operability or error repair.

16.3 B2BID is not responsible for reimbursing its USERS for any expenses with telephone calls, data packets, SMS, messages, e-mails, correspondence or any other amount spent by the USER because of these TERMS or any other use of the B2BID Platform, any reason whatsoever.

16.4 B2BID is also not liable for any damage, loss or loss suffered by the USER due to faults in its connection to the Internet, its provider, in the system, with message systems, telephone line, or on the server, especially in cases arising from acts of third parties, acts of God or force majeure.

16.5 B2BID is not responsible for the compatibility between your platform and any hardware used by the USER. It is up to the USER to keep its equipment updated and in a safe state of operation, and it is not possible to hold B2BID responsible for possible incompatibility between the platform and the equipment used.

16.6 B2BID is not liable for any problems, addictions or damages caused by any virus, trojan, malware, spyware, adware, bots or any other software that may damage, alter, reconfigure or infiltrate the equipment used by the USER due to access, use, or browsing the Internet by the B2BID Platform or any other transaction that results in the transfer of data, information, files, images, texts or audio.

17. SCOPE AND LIMITS

17.1 The services offered by B2BID may be different for each region of the country. These Terms shall be interpreted according to the region in which the USER's registration was made.

17.2 These TERMS do not create any partnership, mandate, franchise or employment relationship agreement between B2BID and the USER, nor between USERS or third parties. USER acknowledges that B2BID is not a party to any transaction made between USERS, nor does it have any control over the quality, safety or legality of the services advertised by the USERS, as to the accuracy or correctness of the ads produced by the USERS, and on the ability of USERS to negotiate.

17.3 Because it deals with electronic transactions between potentially unknown USERS, B2BID recommends that all negotiations and transactions be conducted with caution and prudence.

17.4 B2BID is not responsible for any stage of negotiations between USERS, such limitation must be applied from the request and offer to the contracting, delivery and payment of any services facilitated by the platform.

17.5 B2BID is not liable for the existence, quality, quantity, status, integrity or legitimacy of the services and products offered or contracted by the USERS, as well as for the ability to contract them or for the accuracy of the data provided by them. By not owning or providing such services and products, B2BID can never be forced to provide warranty for defects, apparent or hidden.

17.6 IDB shall not be liable for the effective performance of the obligations assumed by the USERS, who agree to use the platform and to relate to other USERS or third parties at their own risk. Each USER acknowledges and accepts to be solely responsible for the negotiations, announcements and offers that they make, as well as for the services provided or products supplied, acknowledging the B2Bid Platform as mere virtual classifieds space and professional social network.

17.7 In addition to being unable to ensure the success of any transaction between USERS, B2BID can not be held responsible for verifying the identity and personal data of any USER, or guaranteeing the veracity of the information published on its Platform. responsible for the correspondence exchanged or contacts made between USERS or third parties.

17.8 B2BID may freely choose to offer USERS an identity conferencing service and registration data. The USER who in any way attempts to circumvent such a system in order to obtain undue advantages may suffer any of the penalties provided for in topic 14 of these TERMS, and B2BID shall be exempt from any liability for such conduct.

17.9 In no event shall B2BID be liable for the loss of profits or for any other damages or damages that the USER may suffer due to the use of the Platform, especially with respect to the negotiations and conduct of other USERS or third parties.

17.10 The USER agrees to release and exempt B2BID, its officers, directors, licensors, employees and agents from any claim, demand, conviction, loss, liability or expense, including attorney's fees, primarily with respect to any indemnity may arise from your use of the B2BID Platform site or application. Such limitation covers any content transmitted or received by the USER, as well as access by third parties, including if authorized by the USER, as well as noncompliance or violation of any clause of these TERMS or applicable laws, rules or regulations.

17.11 B2BID reserves the right to assist and cooperate with any judicial authority or governmental body, and may send registration or negotiation information of its USERS, especially when it considers that its assistance and cooperation are necessary to protect its USERS, employees, employees, administrators, partners, investors or anyone who may be harmed by the action or omission combated.

17.12 In cases where B2BID is liable to the USER, any and all damages, losses, repairs or causes of action may never exceed the total amount received by B2BID of the USER during the six (6) months prior to the lawsuit.

18. INTERNAL DISPUTES

18.1 The USER accepts the waiver of judgment for issues involving disputes with B2BID, which should preferably be settled through informal internal negotiation.

18.2 Without prejudice to any possible movement of the Judiciary, the parties undertake to seek the solution of any conflicts, disputes, claims or controversies arising out of the use of the B2BID Platform or these TERMS or their noncompliance, extinction, application, interpretation or validity, in a friendly and out-of-court manner for at least 30 (thirty) days before seeking legal remedies.

18.3 USER interactions with each other and with third parties are the sole responsibility of these, and B2BID is not responsible for any kind of interference. Any and all conflicts or problems resulting from these interactions should be resolved off-the-shelf without any assistance, involvement or involvement of B2BID in any disputes.

18.4 Either party has the right to have recourse to an arbitration committee. No claim may be adjudicated as a class action.

19. COMPETITIVE FORUM AND LEGISLATION

19.1 All clauses of these TERMS are governed by the laws in force in the United States of America, District of Columbia. The Forum of the District of District of Columbia is elected to resolve any disputes or matters related to these TERMS, with the renunciation of any other, however privileged it may be.

 

BY CLICKING ON "I ACCEPT", YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND TAKEN THE MEASURES NECESSARY TO CONSIDER SERIOUSLY THE CONSEQUENCES OF THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT AND THAT IS LEGALLY COMPETENT TO HOLD THIS WITH B2BID.