1. Access and Passwords
As part of the subscription process for this Site, you may be selecting a particular username and password in accordance with The Council username and password guidelines. YOU AGREE THAT YOU ARE THE ONLY INDIVIDUAL ENTITLED TO ACCESS THE SITE USING YOUR USERNAME OR PASSWORD, AND YOU AGREE NOT TO PERMIT OTHERS TO ACCESS THE SITE USING YOUR USERNAME OR PASSWORD. You agree that all actions taken by you, or any other user that accesses the Site using your username and password, at or through the Site will be attributed to and legally bind you, even with respect to acts for which the user had no actual authority or made an error. You assume all resulting liability from use of the Site and any services available on it by you or others using your username or password. If you lose your username or password, please contact us using the appropriate link at: http://www.brazilamerica.org
All members are required to keep their email addresses current. Should the renewal date for subscriptions come due, and if The Council is unable to contact you, and if you wish to continue your membership after you have been canceled, you will be put on the membership subscription at whatever the going rate is at that time.
2. Membership Fees & Payments
You can always find the current Membership Fees posted on our site. You agree to pay or have paid all fees and charges incurred in connection with your username and password for the Site (including any applicable taxes) at the rates in effect when the charges were incurred. All membership fees are nonrefundable after the first thirty (30) days of membership. The Council may change the fees and charges then in effect, but you may always renew your membership at the same rate in effect when you joined.
If your member subscription lapses (for ANY reason), you will be billed for the number of days (over the due date) it takes you to reinstate your subscription.
If PayPal is responsible for this – AND you get your new subscription set up ON or BEFORE the due date – this will not apply.
If you have an old price wherein you were grandfathered in rather than having your rate raised – and you allow it to lapse – you WILL be required to go to the newest monthly price to reinstate your membership.
This does NOT include the situations where PayPal has canceled your subscription without your request.
It is YOUR responsibility to cancel your membership subscription if you do not wish to continue for an additional time period. We do not refund subscription payments due to failure to cancel in a timely manner.
If you believe someone has accessed the Site using your username and password without your authorization, you may email us using the provided email address. You are also responsible for any fees or charges incurred to access the Site through an Internet service provider or other third party service. YOU, AND NOT THE COUNCIL ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHICH WERE NOT AUTHORIZED BY YOU.
Our Privacy Notice is a part of this Agreement and its terms are incorporated herein by this reference. Please read it now at the link on our site.
4. User Conduct
The Site may contain bulletin board services, news groups, forums, and/or other message or communication facilities (“Communication Services”) designed to enable you to communicate with others. You agree to use the Communication Services only to submit or post messages and material that are proper and, when applicable, related to the particular Communication Service. You are also prohibited from submitting to, posting or transmitting through www.brazilamerica.org any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. Content that consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” is prohibited. You may not use a false email or postal address, impersonate any person or entity, or otherwise mislead as to the origin of your posted content.
Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties are those of the respective authors or distributors and not of The BABC, nor its affiliates, nor any of their officers, directors, employees, or agents. You acknowledge that The BABC does not pre-screen all content, but that The BABC and its designee shall have the right (but not the obligation) in their sole discretion to refuse or move any content that is made available via the Communication Services. Without limiting the foregoing, The BABC and its designee shall have the right to remove any content that violates this Agreement or is otherwise objectionable. You specifically agree that The BABC is not responsible for any content sent using and/or included in the Site by any third party.
To protect the reputation of Council’s members, spammers, scammers, and companies that do not conform to the U.S. Federal Trade Commission (FTC) rules, will be denied Council membership.
If an active Council member is found to be a spammer, a scammer or operating a business that does not conform to the FTC rules, the membership will be terminated.
The Director’s decision on which businesses will be accepted for membership, and which may be terminated, is final. The Director’s opinion regarding what constitutes or defines spamming, scamming and/or non-compliance with FTC rules prevails.
The Director’s opinion may change from time to time. The opinions are not required to be published. The only recourse for those denied membership, or who are terminated, is to obtain clarification from the Director for the purpose of making necessary changes and re-applying for membership. Acceptance of any re-application is not guaranteed and is subject to this paragraph.
5. Copyright and Restrictions
This Web site contains proprietary material of Chamber of Commerce – on the Web™ (or material that other suppliers have licensed to The Chamber for their use) which is protected by copyright and other laws respecting proprietary rights. The Chamber retains all rights in the material and media, including (without limitation) all copyright and other proprietary rights worldwide in all media. You may not use The Chamber except as expressly permitted under this Agreement and under U.S. copyright laws. Any routine and/or systematic redistribution of any portion of the products licensed herein is expressly prohibited.
The www.brazilamerica.org Member Logo is copyrighted and Trademarked. ALL Council Members may display the Logo on an unlimited number of web sites without charge, provided each web site is registered with The Council. Since the COMPANY is the The Council’s member, rather than the individual, the same company name MUST be shown on each web site displaying the Member Logo.
The link provided by The BABC along with your registration of a web site, MUST be used to link the Member Logo. Failure to do so will result in removal of the right to display the logo.
The Member Logo MUST be displayed on the home page of all registered web sites. If not, on the BABC Directory listings will be displayed.
Anyone found using the Member Logo on an unregistered and approved web site will be billed and liable for a five thousand dollar ($5,000) fine. Unpaid fines will be collected by whatever legal means necessary. Offenders will be liable for The Council’s attorney fees. In addition, The BABC membership will be canceled immediately, without recourse or refund.
End users who are duly authorized may access www.brazilamerica.org for individual use, i.e., may view the information on screen; may download small portions of the information to a computer disk for personal convenience and later reference; and may print paper copies of small portions for personal use only.
The rights granted here are an expansion of the rights granted under the Copyright Act and do not include any rights to reproduce in its entirety any portion of the information or materials contained therein. No part of the information may be duplicated in any medium or format beyond the express terms of this Agreement without prior written authorization from The BABC Any use not authorized by the Agreement is prohibited and is not a fair use under the U.S. copyright law.
You acknowledge that the information (and the licensed materials contained therein) is highly proprietary in nature and that unauthorized copying, transfer or use may cause The BABC and/or The BABC’s suppliers irreparable injury that cannot be adequately compensated for by means of monetary damages. You agree that any breach of this provision by you, or any subscriber or end-user, may be enforced by The BABC and/or any of The BABC’s suppliers, by means of equitable relief (including, but not limited to, injunction relief) in addition to any other available rights and remedies.
You agree that any supplier of any portion of the licensed materials may enforce its rights against you, even though that supplier is not a party to the Agreement.
You may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from or contained in or on this Site in any manner whatsoever that may infringe any copyright or proprietary interest of The BABC; distribute the information contained in and/on this Site to other users not duly authorized to Access the Site; distribute, rent, sub license, lease, transfer or assign the information or Agreement; descompile, disassemble, or otherwise reverse-engineer this Site or information contained in or on this Site or any software contained therein, or alter, translate, modify, or adapt it to create derivative works. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.
You are expressly prohibited from placing or installing any portion of the information on any electronic media, including, but not limited to, local or wide area networks, time-sharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, World Wide Web sites or any other server that is Internet-enabled, without written authorization by The BABC.
If you breach any provision of this Agreement, The BABC may immediately terminate this Agreement and all licenses granted here under without prior notice and in addition to any other available rights and remedies.
6. Limitations on Use
The following activities are prohibited. You agree not to:
a. Use Web-accelerated browsers or products (including but not limited to NetJet, NetSonic, MSIE Crawler and Teleport-Pro), or other applications that are capable of copying large portions of content from the Site. The BABC can detect the use of these systems through live log file analysis and will ban any future use by offenders.
b. Use robots and crawlers, or similar technology, without following the robot guidelines (found at http://info.webcrawler.com/mak/projects/robots.html). We are able to detect robots violating the guidelines and we will ban any offenders. If you are using a robot/crawler to check The BABC links, it must operate according to the robot guidelines (see above). Do not leave new robots unattended and allow a minimum of 1 minute between automated requests.
c. Use any device, software or routine or the like to interfere or attempt to interfere with any Site functionality;
d. Take any action that imposes an unreasonable or disproportionately large load on the Site infrastructure;
e. Use any email addresses appearing on the Site for purposes not relating specifically to the Site;
f. Access the Site by any means other than through the interface that is provided by The Chamber, or attempt or access any area of the Site to which your access is not authorized; or
g. Reverse engineer, reverse assemble or otherwise attempt to discover any source code relating the Site, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
7. Accuracy and Availability of Information
The Site contains database information and other content compiled by The BABC. While we use commercially reasonable efforts to provide accurate information, The BABC gives no warranty as to the accuracy of the database and other content on the Site. The BABC reserves the right to withdraw or delete information or content from the Site at any time.
8. Links to Third Party Sites
The Brazil America Business Council does not endorse the content on any third-party Web site, including Web sites of The Council’s affiliates (“Third-Party Sites”). The BABC is not responsible for the content of Third-Party Sites that you reach through links on the Site, sites framed within the Site, or third-party advertisements on the Site, and we do not make any representations regarding their content or accuracy. Your use of Third-Party Sites is at your own risk and subject to the terms and conditions of use for such sites. Any transaction that you conduct at a Third-Party site will be between you and the party providing that Web site. This means that The BABC is not your agent and is not a party to any transaction at a Third-Party Site.
9. Representations and Warranties
You represent and warrant to The BABC that: (a) you possess the legal right and ability to enter into this Agreement; (b) all information submitted by you to the Site is true and accurate; (c) you will be responsible for all use of your username and password even if such use was conducted without your authority or permission; (d) you are at least 18 years old; and (e) you will not use the Site for any purpose that is unlawful or prohibited by this Agreement.
10. Disclaimer of Warranties
ALL CONTENT, SOFTWARE, AND OTHER SERVICES PROVIDED AT OR FOUND WITHIN THIS SITE BY www.brazilamerica.org AND ITS AFFILIATES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND, AND THE CHAMBER AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CHAMBER DOES NOT MAKE ANY WARRANTIES REGARDING THE FOLLOWING: (a) AVAILABILITY OF THE SITE AT ANY PARTICULAR TIME; (b) ACCURACY OF THE CONTENT OR HOW CURRENT ANY CONTENT IS THAT IS FOUND ON THE SITE; (c) TRANSMISSIONS TO, FROM OR WITHIN THE SITE; (d) FUNCTIONALITY; (e) LACK OF VIRUSES; (f) COMPLIANCE OF THE SOFTWARE, SERVICES AND CONTENT PROVIDED UNDER THIS AGREEMENT WITH UNITED STATES, FEDERAL OR STATE LAWS; OR (g) THAT THE SOFTWARE, CONTENT OR SERVICES CONTAINED IN THE SITE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.
11. Limitation of Damages
IN NO EVENT WILL THE BABC OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE, EVEN IN THE EVENT OF FAULT, TORT, BREACH OF CONTRACT, OR BREACH OF WARRANTY, AND EVEN IF THE BABC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Limitation of Liability; Exclusive Remedy
ALSO, IN NO EVENT WILL THE BABC OR ANY OF ITS AFFILIATES BE LIABLE TO YOU AND/OR ANY AGENCY FOR ANY AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY THE BABC FROM YOU FOR ACCESS TO THE SITE AND ANY OF THE SERVICES AVAILABLE AT THE SITE DURING THE YEAR PRIOR TO YOUR CLAIM.
You agree to indemnify and hold us harmless, and pay our attorney’s fees and costs, if we become liable for or incur any damages in connection with your breach of this Agreement. You may not settle any dispute without our prior consent, which may only be given in a non-electronic writing signed by an authorized representative of The BABC.
14. Express Consent to Electronic Notices and Other Communications
You agree that all of your transactions relating to the Site may, at our option, be conducted electronically, including any that we are otherwise required to provide in “writing.” For example, we may send you notices via postings at the Site, which may contain in-house or third-party advertising, or via email, which may also contain in-house or third-party advertising, to any email address that you provide to us during registration as a Site member, or at any other time. If you do not wish to deal with us electronically, you should not use the Site or enter into this Agreement. If applicable law now or later requires us to communicate with you non-electronically, we reserve the right to charge a fee for doing so. Notice will be deemed given 24 hours after the email is sent, unless (for email) we are notified that the email address is invalid. Alternatively, we may give you notice by mail to the address provided during registration.
15. Print a Copy for Your Records
You agree to print or make an electronic copy of this Agreement (and any amendment from time to time) and retain it in your records. You also agree to make a copy of any other information that we deliver to you in writing.
The MEMBER is responsible for canceling any and all subscriptions for membership through the company carrying the subscription, i.e., Square, PayPal. Cancellations must be made BEFORE a subscription payment is due. No refunds will be made after a subscription payment is made.
The BABC may terminate your membership and/or access, or suspend access to all or part of the Site, without notice, for any conduct that The BABC, in its sole discretion, believes is in violation of this Agreement, any applicable law, or any act which is harmful to the interests of another user, service provider, or The Chamber. The BABC may also elect not to renew your subscription and access by providing a notice of non renewal prior to the end of your current subscription term. Applicable sections of this agreement will survive any termination or expiration of this Agreement.
You agree not to assign your rights under this Agreement without the consent of an authorized representative of The BABC in a non-electronic record, and any assignment without The BABC’s consent will be voidable at The Council’s option. This Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
18. Applicable Law and Disputes
This Agreement is governed by the laws of the State of Florida, without regard to principles of conflict of laws.
To the extent you have in any manner violated or threatened to violate The BABCand/or its members’ or affiliates’ intellectual property rights, The BABC and/or its members or affiliates may seek injunction or other appropriate relief in any state or federal court in the State of Florida, and you consent to exclusive jurisdiction and venue in such courts.
Any other disputes will be resolved as follows:
If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: Orange County, Florida or wherever The BABC may be located at the time. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us.
If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location: Orange County Florida or wherever The BABC may be located at the time, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
The BABC may change the provisions of this Agreement. When The BABC changes the terms of this Agreement, The BABC will notify you by email or online postings on this Site. The changes will also appear in this document, which you can access any time. If you do not agree to be bound by the changes, you should not use the Site again and you should cancel your subscription to the Site. Even if you have not clicked on the “I Agree” button or checked the I agree box when subscribing, if you use the Site after you have been notified of a change to this Agreement, you are agreeing now to be bound by that change.
20. Entire Agreement; Severability; No Waiver
This Agreement (including all documents incorporated by reference) is the entire agreement between the parties for its subject matter and supersedes all prior and contemporaneous communications between the parties. No term of this Agreement may be waived by The BABC except in a signed, non-electronic writing signed by an authorized representative of The BABC Executive Director and President.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that its remaining provisions will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that no joint venture, partnership, employment or agency relationship exists between you and The BABC or its affiliates as a result of this Agreement or your use of the Site.
Contacting the Web Site
If you have any questions about this membership agreement, the practices of this site, or your dealings with this Web site, you may contact: Brazil America Business Council- email@example.com phone #1-407 505-0519