MyPartner Brazil

Conectamos Brasileiros com Brasileiros nos EUA

TERMOS DE USO DO USUÁRIO

TERMOS DE USO DO PRESTADOR DE SERVIÇOS

MyPartner Brazil

 

Terms of Service

 

            These Terms of Service (this “Agreement”) set out the terms on which MyPartner Corp. (“MyPartner”, “Company”, “we” or “us”) provides access to and use of our proprietary online platform, which connects service providers (the “Service Providers”) with potential customers of their services (“Customers”) through our website found at https://mypartnerbrazil.com (“Site”) and/or our MyPartner mobile application (the “App”, and, together with the Site, the “Platform”). This Agreement applies to all users of the Platform (“you” or “Users”), including Customers and Service Providers.  Please read this Agreement carefully, as it contains important information regarding your legal obligations, remedies and rights, including various limitations and exclusions.  By indicating acceptance of this Agreement or by otherwise using the Platform, you are entering into a legally binding agreement with us (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement), and agree to be bound by this Agreement and our Privacy Policy found at https://mypartnerbrazil.com/terms-of-use (the “Privacy Policy”).  If you are using the Platform on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “User” and “you” will include both you, the individual user, and such organization.  If you do not agree to these terms and conditions, you must not access or use the Platform.

 

THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND THE COMPANY, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.

 

1.              Nature of the Platform

a.     Classified Services Platform.  The Platform allows Users to offer and hire services, without the direction or interference of MyPartner, except as expressly provided herein.  Through the use of the Platform, registered Customers may provide information on services that they are seeking (theServices), and registered Service Providers located in those Customers’ regions that offer such Services may respond to such inquiries with their contact information. Such connection of potential Customer inquiries with relevant Service Providers is the “Specified Purpose”. The Platform works as a classifieds platform for Services only, so that Customers may at their sole discretion contact and/or hire Service Providers.

 

For the purposes stated above, the Platform will allow you to create, upload, store and/or transmit to other Users certain information or other content (which may include data, text or other materials or content) related to the offering, contracting and rendering of the Services, including reviews and ratings of other Users (collectively, “User Content”).  Your User Content may also be referred to as “Your Content” herein.

 

b.    No Endorsement. Company makes no representation, warranty or endorsement regarding any User, Services or the authenticity or validity of any User Content displayed in connection with the Platform.  Company is under no obligation to verify the identity or background of Users or User Content, and all Users should be careful and exercise caution in entering into transactions or otherwise interacting with other Users. Company provides a rating system allowing Customers to rate Service Providers with whom they have interacted through the Platform, and Company reserves the right to suspend or terminate Service Providers with repeated negative ratings from Customers.  No agency, partnership, joint venture or other form of joint enterprise or employment relationship exists between Company and any User. By using the Platform, you agree that the sole remedy for any damage or harm inflicted by other Users will be limited to claims against such Users, and that you will not seek monetary damages or any other remedy from Company in connection with such events.

 

2.              Registration.  In order to use certain parts of the Platform, you may be required to provide us with your first name, last name, name of organization, email address, and telephone number, and to create a username and password and register with us.  To the extent you are using the Service on behalf of an organization, you may need to also provide us with information in order to confirm, or permit us to confirm, any relationship between you and such organization.  We may also request additional information from you.  You represent and warrant to us that you will provide us with and maintain accurate, current and complete registration information.  You are responsible for your registration, and for all use of the Service using any User credentials or passwords issued to you or chosen by you.  You will keep all such credentials and passwords confidential. You will notify us immediately of any actual or suspected unauthorized use of your account. You may not create more than one account per User. In the event we discover multiple registrations created by a single User, we may disable all such registrations and prevent future registrations linked to such disabled registrations. You may not sell, rent or transfer your account to another individual or entity.

 

3.     Purchase of Credits

 

Use of the Platform by Customers is free. Service Providers may browse the Platform for free, but in order to obtain a list of quotes requested by Customers in the Service Provider’s region, the Service Provider must purchase redeemable credits (“Credits”) from the Site or the App that can be used to enable the full functionalities of the Platform. Service Providers can redeem Credits to unlock access to Customer requests for Services as well as contact information of such Customers, allowing Service Providers to offer the provision of their Services directly to Customers.  Service Providers acknowledge that the purchase of Credits only permits Service Providers to view Customers’ contact information, and does not guarantee that any transaction will occur between Service Providers and any Customers, and that we are not liable for any failure to consummate any transaction  with a Customer, including because of outdated or incorrect information that has been provided by Contractor to us.

 

Credits are valid for one year from the date of purchase, after which they will be removed from Service Provider’s account if not used. Credits are not refundable once purchased. Credit prices may vary depending on location and type and cost of Services. Service Providers who wish to purchase Credits must provide us (or our designated third-party payment provider) with accurate and valid credit card or other payment information and update your credit card or other payment information in the event any information provided becomes invalid or incomplete.  If any charge is rejected by our bank or payment providers, you are still liable to pay the Fees.  We retain the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by law (if lower).  You will also be responsible for our reasonable costs of collection, including attorney’s fees, if we deem it necessary to take any legal or administrative action to collect unpaid fees for Credits.  We reserve the right to accept, refuse or cancel any orders for Credits placed through the Service, without liability or justification. Credits are non-refundable once purchased, except that we will refund you if your order was cancelled by us after your credit card or other payment method has been charged. If your account is temporarily suspended for any reason, your Credits will be reinstated once the suspension has been lifted. If your account is permanently suspended for any reason, however, your Credits will not be refunded.

 

Company reserves the right to change the terms of registration, including price of Credits, from time to time. If Company changes the fee for Credits or implements other charges for use of the Platform, we will give you advance notice of these changes.

 

4.     User Content.  You retain your rights in Your Content, subject to the rights granted below and our rights in Our Property as explained below.  You hereby grant and agree to grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, transferable license, with the right to sublicense through multiple tiers, to copy, edit, modify, adapt, publish, transmit, distribute, prepare derivative works, perform, display, use, and otherwise exploit in any manner, Your Content in connection with operation and promotion of the Platform and any other purposes reasonably related to the Service or our business.  To the extent reasonably necessary or appropriate to effect or support the license granted by you above, you hereby waive and agree to waive (or if not waivable, agree not to assert) any rights of privacy or publicity, or any moral rights or other similar rights, with respect to Your Content.

 
You also hereby grant and agree to grant each other User a worldwide, non-exclusive, royalty-free license to access, and use Your Content which (a) you transmit to such User via the Platform or (b) you post within any area of the Platform that is available to Users generally, in each case solely for such User’s use of the Platform for the Specified Purpose of this Agreement, in accordance with the terms and conditions herein.

 

You agree that we are not responsible for any use or disclosure of Your Content by other Users or any third party who gains access to it through the Platform (which may include unintended activities by third parties, such as by hackers).

 

You represent and warrant that you own all proprietary rights in Your Content or, with respect to any of Your Content you do not own, that you have the full authority and right to create, upload, store and/or transmit Your Content, and to grant the licenses and rights you have granted in this Agreement, and that your creation, uploading, storage and/or transmission of Your Content, and the exercise by us and other Users of the licenses and rights granted by you herein, shall not infringe any third party intellectual property or proprietary rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law or other right, privilege or interest of any third party.

We do not control User Content, and we are not responsible for its content, accuracy or reliability, or any actions that Users take or transactions Users enter into as a result of exposure to User Content on the Platform.  We are under no obligation to edit or control User Content, although we reserve the right to review, and take certain actions with respect to, User Content in accordance with this Agreement, including the Privacy Policy.  In the event that we deem, in our sole discretion, any User Content to be inconsistent with the terms of this Agreement, the Privacy Policy (as defined below), or any other rules or policies we may publish from time to time, we may remove such User Content from the Platform, including incomplete posts, duplicate posts, or any other User Content we deem, in our sole discretion, to be misleading or otherwise inappropriate.

 

On termination of your account, or this Agreement, we have no obligation to return any User Content to you, so you should retain copies of all of Your Content.

 

In addition to and without limiting any other rights herein (including in the Privacy Policy), you also grant us the rights to (i) de-identify Your Content (i.e., to remove your name and other identifying characteristics, consistent with applicable laws and regulations), (ii) use or disclose de-identified data for any purpose, and (iii) allow us to share de-identified data with third parties.

 

5.     Our Ownership Rights.  The Platform, including all aspects of the MyPartner website and mobile applications (including Our Property, as defined below), is the property of, and owned by, Company or its licensors.  All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via, the Service are “Our Property.”   For clarity, any formats, templates, methodologies, rules, algorithms and software used to create Your Content are Our Property.  Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited.  You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond.  You may be subject to criminal or civil penalties for violation of this paragraph.

 

The marks MYPARTNER, MYPARTNER BRAZIL, MYPARTNER CORP., and any associated logos, are registered or unregistered trademarks or service marks of Company or its licensors.  You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent.  The Platform may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks.  Any use of such marks, or any others displayed on the Platform, will inure solely to the benefit of their respective owners.

 

Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Service for your own Specified Purpose (as defined above), as permitted by this Agreement.  We reserve all other rights.  For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property.

 

6.     Use of the Platform.  You must comply with any rules and policies about use of the Platform that we publish from time to time.  These rules and policies will be available on the Platform.  Certain features, pages or content within the Platform may contain supplemental terms of use, to which you must agree in order to use the relevant features, pages or content.

 

Subject to the terms and conditions herein, you are permitted to use the Platform solely for the Specified Purpose (as defined above).

                                                             

You must not (a) create, upload or transmit Your Content if you do not have the right to do so; (b) create, upload or transmit Your Content or use the Platform in any way that would violate any law or the rights of any person; (c) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any of Your Content; (d) except as otherwise expressly permitted by this Agreement, harvest or otherwise collect information about others from the Platform; (e) take any action that imposes or may impose an unreasonable or disproportionately large load on the Platform or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Platform (or other accounts, networks or services connected thereto); (f) use manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any of the Platform or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Platform, including any of Our Property; (g) distribute or otherwise make available any information or other content obtained through the Platform to any third party, except as expressly permitted herein; (h) otherwise interfere in any manner with the use or operation of the Platform; (i) abuse the Platform’s bulletin board, comments, ratings or review features or sections; or (j) use the Platform in the development, directly or indirectly, of any product, software or service that offers any functionality substantially similar to, or competitive with, the Platform. 

 

Your Content (including but not limited to your chosen username and your ratings of other Users) must not: (i) be libelous, vulgar, defamatory, threatening, abusive, scandalous, racist, harassing, obscene, pornographic or unlawful, or encourage, instigate or support a criminal offense, or solicit or advertise any Services which are illegal or may be offensive to other Users; (ii) contain material from other copyrighted works without the written consent of the owner of such copyrighted material; (iii) infringe any copyright or violate any property rights, rights of privacy or publicity, or any other rights of any third party; (iv) contain any software viruses, malware, spyware or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; (v) except as in accordance with the Specified Purpose of the Platform, contain any advertising, promotional, solicitation or other commercial material.  Advertisements or requests for quotations for the sale, rent, exchange or other transfer of real estate through the Platform are prohibited. Users may not duplicate advertisements in multiple categories of Services on the Platform, or include contact information (such as a telephone number or e-mail address) in offers for Services that would allow Users to circumvent the functionality of the Platform.

 

We do not moderate the content published by Users on the Platform, including ratings of Service Providers posted by Users. We do, however, reserve the right (but are under no obligation) to investigate any claim that User Content or use of the Platform does not conform to the terms and conditions of this Agreement, and to remove User Content from the Platform or terminate any User’s account for breach of this Agreement. 

 

7.     Feedback.  If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Platform (collectively “Feedback”), the Feedback will be the sole property of Company.  We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.

 

8.     Warranty Disclaimers and Limitations of Liability. THE PLATFORM IS PROVIDED “AS IS”, WITH ALL FAULTS.  WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii) THAT THE PLATFORM OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE PLATFORM OR OUR PROPERTY.  We may pause or interrupt the Platform at any time, and you should expect periodic downtime for updates to the Platform.  No advice or information, whether oral or written, obtained by you from us or through the Platform will create any other warranty.

 

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE.  COMPANY HEREBY DISCLAIMS ALL LIABILITY FOR (i) ALL ACTS OR OMISSIONS OF USERS OF THE PLATFORM OR THIRD PARTIES, AND (ii) ALL TRANSACTIONS BETWEEN USERS ARISING FROM INTERACTIONS ON THE PLATFORM. COMPANY WILL NOT BE LIABLE FOR LOSS OF BUSINESS, LOSS OF PROFITS OR OTHER DAMAGES ALLEGED BY A SERVICE PROVIDER DUE TO NEGATIVE RATINGS ON THE PLATFORM. COMPANY WILL NOT BE LIABLE FOR USERS’ FAILURE TO PAY SERVICE PROVIDERS FOR SERVICES TRANSACTED THROUGH THE PLATFORM, OR FOR TAX LIABILITIES RELATING TO TRANSACTIONS BETWEEN USERS. COMPANY WILL NOT BE LIABLE FOR, AND SERVICE PROVIDERS SHALL BE SOLELY LIABLE FOR, SERVICE PROVIDERS’ COMPLIANCE WITH ALL TAX, ADVERTISING AND OTHER LAWS APPLICABLE TO SERVICE PROVIDERS’ TRANSACTIONS.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO US FOR USE OF THE PLATFORM IN THE PRIOR YEAR (OR, IF YOU ARE A NON-FEE PAYING USER, TO THE AMOUNT OF $10).

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

9.     Cloud Services and Third Party Services.  Without limitation of the disclaimers and limitations of liability set forth in Section 8, you acknowledge and agree as follows: (a) we provide the Platform using cloud computing services of one or more third party cloud providers (collectively, the “Cloud Providers”); (b) the price at which we could afford to offer the Platform would vary if we provided the Platform other than using such cloud services; and (c) we shall not be responsible or liable to you for any act, omission or failure of any Cloud Provider.

 

The Platform may depend upon, interact with or enable access to third parties’ information, other content, services or websites (each, a “Third Party Service”), which may in each case be accompanied by separate terms of use.  Use of each Third Party Service may require that you accept additional terms of use.  You must comply with the applicable terms of use when using the Third Party Service and the Platform.  Company does not endorse, and hereby disclaims all liability or responsibility to you or any other person for, any Third Party Services.

10.  Indemnity.  You will indemnify us, and our licensors, providers and agents, against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees (“Liabilities”) arising out of or related to your breach of this Agreement or your use of the Platform(but excluding any Liabilities to the extent caused by our negligence or willful misconduct).  We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us.  You will cooperate with us with respect to such defense and settlement.

 

Without limitation of the foregoing, if we receive a subpoena or similar requirement to disclose Your Content issued by any court or governmental authority, and we are not a party to the proceeding in question, you will reimburse us for our reasonable costs and expenses of complying with such subpoena, including time spent by our personnel and our attorneys at time and materials rates.

11.  Our Privacy Policy.  We operate the Service under the Privacy Policy published at https://mypartnerbrazil.com/terms-of-use (the “Privacy Policy”), which is hereby incorporated into this Agreement.  Each party shall comply with the Privacy Policy.

 

12.  Digital Millennium Copyright Act.  We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended).  If you have any complaints or objections to material hosted by the Platform you may contact our Designated Agent at the following address:

 

Maria Valle
MyPartner Corp
17001 Collins Av Suite 3005
Sunny Isles,  FL  33160
Email: laborne@mypartnerbrazil.com

 

Any notice alleging that materials hosted by or distributed through the Platform infringe intellectual property rights must include the following information: (a)  an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Platform; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Platform of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter Notices

If material that you have posted to the Platform has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following: (i) a physical or electronic signature of the subscriber; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Company may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.

Repeat Infringers

It is our policy to terminate in appropriate circumstances the accounts of Users that are repeat infringers or repeatedly violate these Terms of Service.

13.  Suspension and Termination.  You may terminate this Agreement at any time by closing your account and ceasing to use the Platform.  We reserve the right to suspend your account and/or access to the Platform at any time if we believe you are in breach of this Agreement.  We reserve the right to terminate this Agreement or to cease to offer the Platform at any time on written notice to you (including by email to registered Users or posting on our website or mobile application), for any reason or no reason. 

 

If your account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Platform, (c) that the license and rights provided by us under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of Your Content, and (e) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Platform or for termination of access to your account.

Sections 1b, 4-8, and 10-22, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.

14.  Modification of Platform and Agreement.  We reserve the right to modify the Platform at any time, without notice to you.  We may also from time to time amend this Agreement prospectively.  If we do so, we will notify you by email (for registered Users) and posting on our website or mobile applications.  You agree that your continued use of the Platform constitutes your agreement to the amended Agreement.  If you do not agree to any amended Agreement that we publish, you must terminate your account and cease using the Platform.  Except as set forth above, this Agreement may be amended or modified only by an express writing signed by Company.

 

15.  Applicable Law.  You and we each agree that all disputes or other matters arising from or relating to this Agreement, or the use or operation of the Platform, will be governed by the substantive laws of the State of Florida, U.S.A., without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law.  Any action or proceeding by you relating to any claim arising from or relating to the Platform or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued.  The United Nations Convention for the International Sale of Goods is hereby disclaimed. 

 

16.  Arbitration.  We will attempt to resolve disputes with Users to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Platform or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other users of the Platform) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). You agree that the arbitration shall be held in Miami, Florida, unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us.  You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues.  At Company’s option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”).  In addition, you or we may elect to bring an individual claim in a small claims court, but we do not hereby agree to any personal jurisdiction that is otherwise lacking.

 

You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis.  You further agree that no claims of other parties may be consolidated with your or our claims in the arbitration without both your and our consent.  YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US. 

If any part of this Arbitration clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, with the exception that if the preceding paragraph is deemed invalid, then this entire section shall be deemed invalid and the arbitration clause shall be void.

 

17.  Jurisdiction. With respect to any IP Claims (as defined above) that are not subject to arbitration under the above provision, you hereby consent to non-exclusive jurisdiction and venue in any federal or state court located within Miami, Florida, U.S.A., with respect to any suit, claim or cause of action arising from or relating to the Service or this Agreement, and you shall not bring any such suit, claim or cause of action except in a court located within Miami, Florida, U.S.A.

 

18.  Force Majeure.  In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control.  Without limitation of the foregoing, in the absence of our gross negligence or willful misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Platform or using or disclosing any of Your Content.

 

19.  Compliance with Laws.  You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including without limitation United States export control laws, regulations and executive orders.

 

20.  Geography.  We are based in the United States. We provide the Platform for use only by persons located in the United States.  We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 

21.  Children.  The Company does not knowingly collect or maintain personally identifiable information from persons under 18 years of age, and no part of the Platform is directed to persons under 18.  If you are under the age of 18, you are not permitted to register as a User or to send personal information to Company. By accessing or using the Platform, you represent and warrant that you are 18 or older.

 

22.  Miscellaneous Provisions.  No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein.  No waiver will be binding on us unless made in an express writing signed by us.  If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.  Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.  Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion.  Any purported assignment, transfer or delegation without such consent will be null and void.  We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion.  This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.  This Agreement may be executed electronically, and your electronic assent or use of the Platform shall constitute execution of this Agreement.  You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.  As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive.  Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement.  You agree that email to your email address on record will constitute formal notice under this Agreement.  There shall be no third-party beneficiaries to this Agreement.

 

Version: June, 2019.

MyPartner Corp

 

Terms of Service

 

            These Terms of Service (this “Agreement”) set out the terms on which MyPartner Corp. (“MyPartner”, “Company”, “we” or “us”) provides access to and use of our proprietary online platform, which connects service providers (the “Service Providers”) with potential customers of their services (“Customers”) through our website found at https://mypartnerbrazil.com (“Site”) and/or our MyPartner mobile application (the “App”, and, together with the Site, the “Platform”). This Agreement applies to all users of the Platform (“you” or “Users”), including Customers and Service Providers.  Please read this Agreement carefully, as it contains important information regarding your legal obligations, remedies and rights, including various limitations and exclusions.  By indicating acceptance of this Agreement or by otherwise using the Platform, you are entering into a legally binding agreement with us (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement), and agree to be bound by this Agreement and our Privacy Policy found at https://mypartnerbrazil.com/terms-of-use (thePrivacy Policy”).  If you are using the Platform on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “User” and “you” will include both you, the individual user, and such organization.  If you do not agree to these terms and conditions, you must not access or use the Platform.

 

THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND THE COMPANY, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.

 

1.              Nature of the Platform

a.     Classified Services Platform.  The Platform allows Users to offer and hire services, without the direction or interference of MyPartner, except as expressly provided herein.  Through the use of the Platform, registered Customers may provide information on services that they are seeking (theServices), and registered Service Providers located in those Customers’ regions that offer such Services may respond to such inquiries with their contact information. Such connection of potential Customer inquiries with relevant Service Providers is the “Specified Purpose”. The Platform works as a classifieds platform for Services only, so that Customers may at their sole discretion contact and/or hire Service Providers.

 

For the purposes stated above, the Platform will allow you to create, upload, store and/or transmit to other Users certain information or other content (which may include data, text or other materials or content) related to the offering, contracting and rendering of the Services, including reviews and ratings of other Users (collectively, “User Content”).  Your User Content may also be referred to as “Your Content” herein.

 

b.    No Endorsement. Company makes no representation, warranty or endorsement regarding any User, Services or the authenticity or validity of any User Content displayed in connection with the Platform.  Company is under no obligation to verify the identity or background of Users or User Content, and all Users should be careful and exercise caution in entering into transactions or otherwise interacting with other Users. Company provides a rating system allowing Customers to rate Service Providers with whom they have interacted through the Platform, and Company reserves the right to suspend or terminate Service Providers with repeated negative ratings from Customers.  No agency, partnership, joint venture or other form of joint enterprise or employment relationship exists between Company and any User. By using the Platform, you agree that the sole remedy for any damage or harm inflicted by other Users will be limited to claims against such Users, and that you will not seek monetary damages or any other remedy from Company in connection with such events.

 

2.              Registration.  In order to use certain parts of the Platform, you may be required to provide us with your first name, last name, name of organization, email address, and telephone number, and to create a username and password and register with us.  To the extent you are using the Service on behalf of an organization, you may need to also provide us with information in order to confirm, or permit us to confirm, any relationship between you and such organization.  We may also request additional information from you.  You represent and warrant to us that you will provide us with and maintain accurate, current and complete registration information.  You are responsible for your registration, and for all use of the Service using any User credentials or passwords issued to you or chosen by you.  You will keep all such credentials and passwords confidential. You will notify us immediately of any actual or suspected unauthorized use of your account. You may not create more than one account per User. In the event we discover multiple registrations created by a single User, we may disable all such registrations and prevent future registrations linked to such disabled registrations. You may not sell, rent or transfer your account to another individual or entity.

 

3.     Purchase of Credits

 

Use of the Platform by Customers is free. Service Providers may browse the Platform for free, but in order to obtain a list of quotes requested by Customers in the Service Provider’s region, the Service Provider must purchase redeemable credits (“Credits”) from the Site or the App that can be used to enable the full functionalities of the Platform. Service Providers can redeem Credits to unlock access to Customer requests for Services as well as contact information of such Customers, allowing Service Providers to offer the provision of their Services directly to Customers.  Service Providers acknowledge that the purchase of Credits only permits Service Providers to view Customers’ contact information, and does not guarantee that any transaction will occur between Service Providers and any Customers, and that we are not liable for any failure to consummate any transaction  with a Customer, including because of outdated or incorrect information that has been provided by Contractor to us.

 

Credits are valid for one year from the date of purchase, after which they will be removed from Service Provider’s account if not used. Credits are not refundable once purchased. Credit prices may vary depending on location and type and cost of Services. Service Providers who wish to purchase Credits must provide us (or our designated third-party payment provider) with accurate and valid credit card or other payment information and update your credit card or other payment information in the event any information provided becomes invalid or incomplete.  If any charge is rejected by our bank or payment providers, you are still liable to pay the Fees.  We retain the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by law (if lower).  You will also be responsible for our reasonable costs of collection, including attorney’s fees, if we deem it necessary to take any legal or administrative action to collect unpaid fees for Credits.  We reserve the right to accept, refuse or cancel any orders for Credits placed through the Service, without liability or justification. Credits are non-refundable once purchased, except that we will refund you if your order was cancelled by us after your credit card or other payment method has been charged. If your account is temporarily suspended for any reason, your Credits will be reinstated once the suspension has been lifted. If your account is permanently suspended for any reason, however, your Credits will not be refunded.

 

Company reserves the right to change the terms of registration, including price of Credits, from time to time. If Company changes the fee for Credits or implements other charges for use of the Platform, we will give you advance notice of these changes.

 

4.     User Content.  You retain your rights in Your Content, subject to the rights granted below and our rights in Our Property as explained below.  You hereby grant and agree to grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, transferable license, with the right to sublicense through multiple tiers, to copy, edit, modify, adapt, publish, transmit, distribute, prepare derivative works, perform, display, use, and otherwise exploit in any manner, Your Content in connection with operation and promotion of the Platform and any other purposes reasonably related to the Service or our business.  To the extent reasonably necessary or appropriate to effect or support the license granted by you above, you hereby waive and agree to waive (or if not waivable, agree not to assert) any rights of privacy or publicity, or any moral rights or other similar rights, with respect to Your Content.

 
You also hereby grant and agree to grant each other User a worldwide, non-exclusive, royalty-free license to access, and use Your Content which (a) you transmit to such User via the Platform or (b) you post within any area of the Platform that is available to Users generally, in each case solely for such User’s use of the Platform for the Specified Purpose of this Agreement, in accordance with the terms and conditions herein.

 

You agree that we are not responsible for any use or disclosure of Your Content by other Users or any third party who gains access to it through the Platform (which may include unintended activities by third parties, such as by hackers).

 

You represent and warrant that you own all proprietary rights in Your Content or, with respect to any of Your Content you do not own, that you have the full authority and right to create, upload, store and/or transmit Your Content, and to grant the licenses and rights you have granted in this Agreement, and that your creation, uploading, storage and/or transmission of Your Content, and the exercise by us and other Users of the licenses and rights granted by you herein, shall not infringe any third party intellectual property or proprietary rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law or other right, privilege or interest of any third party.

We do not control User Content, and we are not responsible for its content, accuracy or reliability, or any actions that Users take or transactions Users enter into as a result of exposure to User Content on the Platform.  We are under no obligation to edit or control User Content, although we reserve the right to review, and take certain actions with respect to, User Content in accordance with this Agreement, including the Privacy Policy.  In the event that we deem, in our sole discretion, any User Content to be inconsistent with the terms of this Agreement, the Privacy Policy (as defined below), or any other rules or policies we may publish from time to time, we may remove such User Content from the Platform, including incomplete posts, duplicate posts, or any other User Content we deem, in our sole discretion, to be misleading or otherwise inappropriate.

 

On termination of your account, or this Agreement, we have no obligation to return any User Content to you, so you should retain copies of all of Your Content.

 

In addition to and without limiting any other rights herein (including in the Privacy Policy), you also grant us the rights to (i) de-identify Your Content (i.e., to remove your name and other identifying characteristics, consistent with applicable laws and regulations), (ii) use or disclose de-identified data for any purpose, and (iii) allow us to share de-identified data with third parties.

 

5.     Our Ownership Rights.  The Platform, including all aspects of the MyPartner website and mobile applications (including Our Property, as defined below), is the property of, and owned by, Company or its licensors.  All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via, the Service are “Our Property.”   For clarity, any formats, templates, methodologies, rules, algorithms and software used to create Your Content are Our Property.  Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited.  You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond.  You may be subject to criminal or civil penalties for violation of this paragraph.

 

The marks MYPARTNER, MYPARTNER BRAZIL, MYPARTNER CORP., and any associated logos, are registered or unregistered trademarks or service marks of Company or its licensors.  You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent.  The Platform may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks.  Any use of such marks, or any others displayed on the Platform, will inure solely to the benefit of their respective owners.

 

Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Service for your own Specified Purpose (as defined above), as permitted by this Agreement.  We reserve all other rights.  For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property.

 

6.     Use of the Platform.  You must comply with any rules and policies about use of the Platform that we publish from time to time.  These rules and policies will be available on the Platform.  Certain features, pages or content within the Platform may contain supplemental terms of use, to which you must agree in order to use the relevant features, pages or content.

 

Subject to the terms and conditions herein, you are permitted to use the Platform solely for the Specified Purpose (as defined above).

                                                             

You must not (a) create, upload or transmit Your Content if you do not have the right to do so; (b) create, upload or transmit Your Content or use the Platform in any way that would violate any law or the rights of any person; (c) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any of Your Content; (d) except as otherwise expressly permitted by this Agreement, harvest or otherwise collect information about others from the Platform; (e) take any action that imposes or may impose an unreasonable or disproportionately large load on the Platform or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Platform (or other accounts, networks or services connected thereto); (f) use manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any of the Platform or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Platform, including any of Our Property; (g) distribute or otherwise make available any information or other content obtained through the Platform to any third party, except as expressly permitted herein; (h) otherwise interfere in any manner with the use or operation of the Platform; (i) abuse the Platform’s bulletin board, comments, ratings or review features or sections; or (j) use the Platform in the development, directly or indirectly, of any product, software or service that offers any functionality substantially similar to, or competitive with, the Platform. 

 

Your Content (including but not limited to your chosen username and your ratings of other Users) must not: (i) be libelous, vulgar, defamatory, threatening, abusive, scandalous, racist, harassing, obscene, pornographic or unlawful, or encourage, instigate or support a criminal offense, or solicit or advertise any Services which are illegal or may be offensive to other Users; (ii) contain material from other copyrighted works without the written consent of the owner of such copyrighted material; (iii) infringe any copyright or violate any property rights, rights of privacy or publicity, or any other rights of any third party; (iv) contain any software viruses, malware, spyware or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; (v) except as in accordance with the Specified Purpose of the Platform, contain any advertising, promotional, solicitation or other commercial material.  Advertisements or requests for quotations for the sale, rent, exchange or other transfer of real estate through the Platform are prohibited. Users may not duplicate advertisements in multiple categories of Services on the Platform, or include contact information (such as a telephone number or e-mail address) in offers for Services that would allow Users to circumvent the functionality of the Platform.

 

We do not moderate the content published by Users on the Platform, including ratings of Service Providers posted by Users. We do, however, reserve the right (but are under no obligation) to investigate any claim that User Content or use of the Platform does not conform to the terms and conditions of this Agreement, and to remove User Content from the Platform or terminate any User’s account for breach of this Agreement. 

 

7.     Feedback.  If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Platform (collectively “Feedback”), the Feedback will be the sole property of Company.  We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.

 

8.     Warranty Disclaimers and Limitations of Liability. THE PLATFORM IS PROVIDED “AS IS”, WITH ALL FAULTS.  WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii) THAT THE PLATFORM OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE PLATFORM OR OUR PROPERTY.  We may pause or interrupt the Platform at any time, and you should expect periodic downtime for updates to the Platform.  No advice or information, whether oral or written, obtained by you from us or through the Platform will create any other warranty.

 

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE.  COMPANY HEREBY DISCLAIMS ALL LIABILITY FOR (i) ALL ACTS OR OMISSIONS OF USERS OF THE PLATFORM OR THIRD PARTIES, AND (ii) ALL TRANSACTIONS BETWEEN USERS ARISING FROM INTERACTIONS ON THE PLATFORM. COMPANY WILL NOT BE LIABLE FOR LOSS OF BUSINESS, LOSS OF PROFITS OR OTHER DAMAGES ALLEGED BY A SERVICE PROVIDER DUE TO NEGATIVE RATINGS ON THE PLATFORM. COMPANY WILL NOT BE LIABLE FOR USERS’ FAILURE TO PAY SERVICE PROVIDERS FOR SERVICES TRANSACTED THROUGH THE PLATFORM, OR FOR TAX LIABILITIES RELATING TO TRANSACTIONS BETWEEN USERS. COMPANY WILL NOT BE LIABLE FOR, AND SERVICE PROVIDERS SHALL BE SOLELY LIABLE FOR, SERVICE PROVIDERS’ COMPLIANCE WITH ALL TAX, ADVERTISING AND OTHER LAWS APPLICABLE TO SERVICE PROVIDERS’ TRANSACTIONS.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO US FOR USE OF THE PLATFORM IN THE PRIOR YEAR (OR, IF YOU ARE A NON-FEE PAYING USER, TO THE AMOUNT OF $10).

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

9.     Cloud Services and Third Party Services.  Without limitation of the disclaimers and limitations of liability set forth in Section 8, you acknowledge and agree as follows: (a) we provide the Platform using cloud computing services of one or more third party cloud providers (collectively, the “Cloud Providers”); (b) the price at which we could afford to offer the Platform would vary if we provided the Platform other than using such cloud services; and (c) we shall not be responsible or liable to you for any act, omission or failure of any Cloud Provider.

 

The Platform may depend upon, interact with or enable access to third parties’ information, other content, services or websites (each, a “Third Party Service”), which may in each case be accompanied by separate terms of use.  Use of each Third Party Service may require that you accept additional terms of use.  You must comply with the applicable terms of use when using the Third Party Service and the Platform.  Company does not endorse, and hereby disclaims all liability or responsibility to you or any other person for, any Third Party Services.

10.  Indemnity.  You will indemnify us, and our licensors, providers and agents, against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees (“Liabilities”) arising out of or related to your breach of this Agreement or your use of the Platform(but excluding any Liabilities to the extent caused by our negligence or willful misconduct).  We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us.  You will cooperate with us with respect to such defense and settlement.

 

Without limitation of the foregoing, if we receive a subpoena or similar requirement to disclose Your Content issued by any court or governmental authority, and we are not a party to the proceeding in question, you will reimburse us for our reasonable costs and expenses of complying with such subpoena, including time spent by our personnel and our attorneys at time and materials rates.

11.  Our Privacy Policy.  We operate the Service under the Privacy Policy published at https://mypartnerbrazil.com/terms-of-use (the “Privacy Policy”), which is hereby incorporated into this Agreement.  Each party shall comply with the Privacy Policy.

 

12.  Digital Millennium Copyright Act.  We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended).  If you have any complaints or objections to material hosted by the Platform you may contact our Designated Agent at the following address:

 

Maria Valle
MyPartner Corp
17001 Collins Av Suite 3005
Sunny Isles,  FL  33160
Email: laborne@mypartnerbrazil.com

 

Any notice alleging that materials hosted by or distributed through the Platform infringe intellectual property rights must include the following information: (a)  an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Platform; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Platform of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter Notices

If material that you have posted to the Platform has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following: (i) a physical or electronic signature of the subscriber; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Company may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.

Repeat Infringers

It is our policy to terminate in appropriate circumstances the accounts of Users that are repeat infringers or repeatedly violate these Terms of Service.

13.  Suspension and Termination.  You may terminate this Agreement at any time by closing your account and ceasing to use the Platform.  We reserve the right to suspend your account and/or access to the Platform at any time if we believe you are in breach of this Agreement.  We reserve the right to terminate this Agreement or to cease to offer the Platform at any time on written notice to you (including by email to registered Users or posting on our website or mobile application), for any reason or no reason. 

 

If your account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Platform, (c) that the license and rights provided by us under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of Your Content, and (e) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Platform or for termination of access to your account.

Sections 1b, 4-8, and 10-22, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.

14.  Modification of Platform and Agreement.  We reserve the right to modify the Platform at any time, without notice to you.  We may also from time to time amend this Agreement prospectively.  If we do so, we will notify you by email (for registered Users) and posting on our website or mobile applications.  You agree that your continued use of the Platform constitutes your agreement to the amended Agreement.  If you do not agree to any amended Agreement that we publish, you must terminate your account and cease using the Platform.  Except as set forth above, this Agreement may be amended or modified only by an express writing signed by Company.

 

15.  Applicable Law.  You and we each agree that all disputes or other matters arising from or relating to this Agreement, or the use or operation of the Platform, will be governed by the substantive laws of the State of Florida, U.S.A., without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law.  Any action or proceeding by you relating to any claim arising from or relating to the Platform or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued.  The United Nations Convention for the International Sale of Goods is hereby disclaimed. 

 

16.  Arbitration.  We will attempt to resolve disputes with Users to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Platform or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other users of the Platform) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). You agree that the arbitration shall be held in Miami, Florida, unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us.  You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues.  At Company’s option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”).  In addition, you or we may elect to bring an individual claim in a small claims court, but we do not hereby agree to any personal jurisdiction that is otherwise lacking.

 

You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis.  You further agree that no claims of other parties may be consolidated with your or our claims in the arbitration without both your and our consent.  YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US. 

If any part of this Arbitration clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, with the exception that if the preceding paragraph is deemed invalid, then this entire section shall be deemed invalid and the arbitration clause shall be void.

 

17.  Jurisdiction. With respect to any IP Claims (as defined above) that are not subject to arbitration under the above provision, you hereby consent to non-exclusive jurisdiction and venue in any federal or state court located within Miami, Florida, U.S.A., with respect to any suit, claim or cause of action arising from or relating to the Service or this Agreement, and you shall not bring any such suit, claim or cause of action except in a court located within Miami, Florida, U.S.A.

 

18.  Force Majeure.  In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control.  Without limitation of the foregoing, in the absence of our gross negligence or willful misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Platform or using or disclosing any of Your Content.

 

19.  Compliance with Laws.  You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including without limitation United States export control laws, regulations and executive orders.

 

20.  Geography.  We are based in the United States. We provide the Platform for use only by persons located in the United States.  We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 

21.  Children.  The Company does not knowingly collect or maintain personally identifiable information from persons under 18 years of age, and no part of the Platform is directed to persons under 18.  If you are under the age of 18, you are not permitted to register as a User or to send personal information to Company. By accessing or using the Platform, you represent and warrant that you are 18 or older.

 

22.  Miscellaneous Provisions.  No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein.  No waiver will be binding on us unless made in an express writing signed by us.  If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.  Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.  Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion.  Any purported assignment, transfer or delegation without such consent will be null and void.  We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion.  This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.  This Agreement may be executed electronically, and your electronic assent or use of the Platform shall constitute execution of this Agreement.  You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.  As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive.  Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement.  You agree that email to your email address on record will constitute formal notice under this Agreement.  There shall be no third-party beneficiaries to this Agreement.

 

 

Version: June, 2019.