Terms of use

1. INTRODUCTION

1.1 Embratur operates a business-to-business and trade networking and information platform located at http://marketplace.visitbrasil.com and any other VisitBrazil-branded or VisitBrazil.com-branded services provided to you by Embratur (the VisitBrazil Marketplace websites and other VisitBrazil-branded and VisitBrazil.com-branded services are together referred to as the "Website").

1.2 THIS TERMS OF USE AGREEMENT (THIS "AGREEMENT") GOVERNS YOUR USE OF THE WEBSITE AS WELL AS THE INFORMATION, PRODUCT AND/OR SERVICE PROVIDED BY OR THROUGH EMBRATUR ON THE WEBSITE. BY ACCESSING, BROWSING AND/OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1.3 IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN DO NOT BROWSE OR USE THE WEBSITE AND DO NOT REGISTER TO BECOME A REGISTERED MEMBER, AND, IF YOU ARE A REGISTER MEMBER, THEN YOU MAY CANCEL YOUR MEMBERSHIP. EMBRATUR MAY ALSO MODIFY OR AMEND THIS AGREEMENT AT ANY TIME, WITHOUT NOTICE IN ITS SOLE DISCRETION. YOUR CONTINUED USE OF THE WEBSITE AFTER ANY MODIFICATION OR AMENDMENT WILL CONSTITUTE YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF THE TERMS OF USE AS MODIFIED OR AMENDED. PLEASE CONSULT THIS AGREEMENT REGULARLY.

2. ACCESS TO THIS WEBSITE
2.1 Subject to this Agreement, you may use the Website as a "Visitor" (which means you are browsing the Website, utilizing its content and services and/or interacting with others) or a "Registered Member" (which means you have registered through some means of using the Website). Visitors and Registered Members shall collectively be referred to herein as "Users".

2.2 As a Registered Member, it is a condition of your use of this Website that all the information you provide on this Website will always be correct, current, and complete. Depending on your use of the Website, you may have an online area consisting of content and services that you develop, manage and maintain and such other functionality made available to you on the Website (such online area, your "Hotsite"). In addition, as a Registered Member, you may post opportunities to find business partners.

3. USE OF SERVICE:
Your use of the Website is governed by this Agreement. You may not use this Website for any other purpose without Embratur’s express prior written consent. For example, you may not (and may not authorize any other party to): (i) co brand this Website, or (ii) frame this Website, or (iii) hyper-link to this Website, without the express prior written permission of an authorized representative of Embratur; provided however, that you may market, promote and hyper-link to your Hotsite that is distributed through the Website.

4. PRIVACY POLICY:
The VisitBrazil Marketplace’s policies and procedures with respect to its collection and use of your personally identifiable information are governed by our Privacy Policy. To view the Privacy Policy, please click here

5. PROPRIETARY INFORMATION AND TRADEMARKS:
The Website includes proprietary information (including copyrighted works, trademarks, service marks, logos, information, texts, graphics, software, files, directories, listings and databases) owned by Embratur and its providers, which we refer to as the "VisitBrazil Marketplace Content". Additionally the Website includes (or may include) the ability for Visitors and Registered Members to add "User Content" to personalized areas or "profiles" and to add comments, messages and other communications in various areas of the Website; we define and refer to "User Content" below.

6. THE VISITBRASIL MARKETPLACE CONTENT
6.1 The VisitBrasil Marketplace Content is the proprietary information of Embratur the party that provided the VisitBrasil Marketplace Content to Embratur, and Embratur the party that provided the VisitBrasil Marketplace Content to Embraturretains all right, title, and interest in the VisitBrasil Marketplace Content. Accordingly, the VisitBrasil Marketplace Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of Embratur, except that you may post within your screen, download or print out a copy of the VisitBrasil Marketplace Content solely for your personal or business custom usage or internal use, and not for external commercial purposes. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the VisitBrasil Marketplace Content. Modification or use of the VisitBrasil Marketplace Content except as expressly provided in this Agreement violates Embratur’s or other third party's intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this Website. We make no guarantee regarding the reliability, accuracy, or quality of any VisitBrasil Marketplace Content.

6.2 Trademarks, service marks, and logos appearing in this Website are the property of Embratur or the party that provided the VisitBrasil Marketplace Content to Embratur. Embratur and any party that provided the VisitBrasil Marketplace Content retain all rights with respect to any of their respective copyrights, trademarks, service marks, or other proprietary rights in the VisitBrasil Marketplace Content.

7. USER CONTENT
7.1 As a User, you are fully responsible with respect to any material or content you enter and post on the Website including but not limited to text, images, graphics, email messages, data and proprietary information such as contact information, company logos, products and/or services descriptions and company's financial profile, whether such content appear your posting in a User forum or, if a Registered Member, in your Registered Member listing in the database section of the Website or in your Registered Member Hotsite (collectively, "User Content"). In certain circumstances, Embratur may translate a Registered Member's supplied text for such member's Hotsite from the member's language to other languages. Such translations may be machine or manual translations. In other circumstances, Embratur may create a Registered Membership for a company using publicly available information and content from the Internet where the company will be notified and can opt-out at any time of the free Hotsite by notifying Embratur of its desire to be removed. Users are fully and solely responsible to ensure that User Content posted, linked or otherwise published on the Website is accurate, true, current and complete. Embratur only acts as a passive conduit with respect to online diffusion of User Content. Embratur does not systematically monitor, edit or control User Content and does not sustain any legal responsibility, liability or accountability whatsoever in relation thereto.

7.2 While Embratur does not actively monitor, edit or control User Content posted on the Website, Embratur reserves the right (which it may exercise at its sole discretion without notice) to verify and/or screen User Content. Embratur does not make any commitment, representation or warranty with respect to the conduct of such verification and/or screening nor does it approve, endorse or certify User Content, whether it was so verified and/or screened or not. Embratur also reserves the right (which it may exercise at its sole discretion without notice), to delete, move or edit User Content as well as to suspend or terminate any User's access to and use of the Website.

7.3 Users undertake not to make any illegal or fraudulent use of the Website and more particularly, undertake not to:

(a) provide contact information - such as email address, website URL, phone number, etc. - in any location other than the relevant fields in the contact information section during registration or the relevant fields in the contact information section when sending an initial communication;
(b) post, link to or otherwise publish any content that is unlawful, false, threatening, abusive, harmful, violent, harassing, libelous, pornographic, obscene or indecent;
(c) post, link or otherwise publish any content which infringes copyright, patents, trademarks, publicity or privacy rights or, generally, any third party right;
(d) post, link or otherwise publish information and/or make offers which relate to counterfeit, stolen or fraudulent products and/or services, as the case may be;
(e) post, link or otherwise publish any information unrelated to the Website or the Website's topics;
(f) disguise the origin of any information provided in the Website;
(g) impersonate any person or entity (including Embratur’s employees or hosts) or misrepresent any affiliation with any person or entity;
(h) post or transmit on or from the Website any information that contains software viruses, files or code designed to interrupt, destroy or limit the functionality of the Website or any computer software or equipment;
(i) post, link or otherwise publish any confidential information of another User or third party which have the purpose or effect of affecting the price or value of any security;
(j) collect, store or retransmit other Users' personal or proprietary data provided in the Website;
(k) restrict or inhibit any other User from using the Website;
(l) contravene to any applicable law, statute or regulation, namely but not restrictively related to trade practices, import and export controls and/or restrictions, unfair competition and false advertising; or
(m) post, link or otherwise publish content or do anything in relation to the Website which creates liability, adversely affects or is likely to create liability or adversely affect Embratur’s business and/or reputation.

7.4 If a User breaches the terms and conditions imposed by this Agreement and posts User Content that is misleading, untrue, offensive or that is likely to cause any prejudice of any kind to anyone through its use, as another User of this Site, in you shall bear all risks associated with your use of such User Content posted, linked or otherwise published on the Website, and you should therefore not rely on any User Content in making (or refraining from making) any specific investment or other business decision without prior verification.

8. USERS BUSINESS AND ADMINISTRATIVE CONTACTS
8.1 Embratur provides an online platform allowing for the exchange of key trade, business and service information between Brazilian providers of services and/or products and international companies. As such, Embratur only acts as a passive conduit for the exchange of User Content which could result in business deals and transactions between Users. Embratur is not involved in and does not monitor, control or otherwise endorse trade or business transactions between Users and shall not be held legally responsible, liable or accountable in any way whatsoever in relation thereto, namely but not restrictively, if the products/services are not available, not of the quality represented, aredangerous, or otherwise not lawful or not satisfactory.

8.2 Although Embratur provides a verification service in regards to all Brazilian Registered Members whereby it verifies legal registration of the Registered Member’s company’s in Brazil, such verification does not guarantee business credibility, and Embratur assumes no liability for the information presented. sers are advised to review the " Safe Practices / Tips" and to conduct commercial reasonable due diligence in regards to each company that they may do business with.

8.3 Any transactional risks of any kind associated with the importation, exportation, purchase or sale of products and/or services offered through the Website shall be fully born by you as a User. You are solely and fully responsible with respect to all applicable terms and conditions pertaining to any trade or business transactions made pursuant to your use of this Website, including without limitation, any term and condition related to price, fees, taxes and payment, quality, returns, warranties and insurance, property titles, licenses and permits.

8.4 In the event of a dispute involving a User of this Agreement with respect to any trade or business transaction, such User hereby agrees to indemnify and hold Embratur harmless against any liability, loss, damage, cost or expense, including reasonable attorneys' fees, (and any actual, special, incidental or consequential damages, as the case may be) arising out of or incurred in connection with any claim, request, action or proceeding made or brought against VisitBrazil as a result of or in connection with such transaction and/or dispute.

9. INTELLECTUAL PROPERTY
9.1 As a User, you represent that you own all rights and interests, including copyright and trademark rights, or have acquired all necessary third party authorization in relation to entering and posting User Content on the Website. You hereby guarantee that User Content you have entered and posted on the Website does not violate any third party copyright (including moral rights, as the case may be), trademarks rights, trade secrets or any other proprietary information of any kind.

9.2 You agree to grant and hereby grant to Embratur a perpetual royalty free non-exclusive license to reproduce, modify, translate, make available, distribute and sub-license any User Content you have entered and posted on the Website at any time, in whole or in part, and in any form now existing or to be discovered, for any purpose related to Embratur’s scope and the exploitation and/or promotion of the Website.

10. REGISTERED MEMBERS' REPRESENTATIONS AND INDEMNIFICATION
10.1 As a Registered Member, you represent that you have the authority to bind the business entity you act on behalf of to this Agreement with respect to the use of this Website, that all the User Content you have entered in the Website is accurate, complete and current, and that such User Content rightfully belongs to the business entity duly represented by you.

10.2 As a Registered Member, you are fully and solely responsible for your use of this Website and for the User Content that you have entered and posted on the Website. As a consequence, you undertake to indemnify and hold Embratur harmless against any liability, loss, damage, cost or expense, including reasonable attorneys' fees (and any actual, special, incidental or consequential damages, as the case may be) arising out of or incurred in connection with any claim, request, action or proceeding made or brought against Embratur as a result of a breach of any of the covenants, undertakings, warranties or representations made in this Agreement to which the foregoing indemnity relates. Embratur reserves the right to contact you be email or other means with regard to the use of the Website.

11. LIMITATION OF LIABILITY AND WARRANTY
11.1 THE INFORMATION PROVIDED IN THIS SITE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, AND NO WARRANTY, EXPRESS OR IMPLIED, IS GIVEN AS TO ACCURACY OR COMPLETENESS OF THE WEBSITE CONTENT, AND EMBRATUR, ITS PARTNERS, DIRECTORS, OFFICERS AND EMPLOYEES DOES NOT ACCEPT ANY LIABILITY FOR ANY ERROR OR OMISSION. YOU ALSO RECOGNIZE AND ACCEPT THAT EMBRATUR, ITS PARTNERS, DIRECTORS, OFFICERS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGE RESULTING FROM FAULTY COMPUTER COMPONENTS, SOFTWARE OR COMMUNICATION LINKS, RELATED TO THE LOSS OR NONEXISTENCE OF COMMUNICATIONS CAPABILITY OR RELATED TO FAULTY, INCOMPLETE OR INCOMPREHENSIBLE TRANSMISSION OR TO A TRANSMISSION ERASED BY ANY COMPUTER OR NETWORK.

11.2 EMBRATUR, ITS PARTNERS, DIRECTORS, OFFICERS AND EMPLOYEES DO NOT OFFER ANY WARRANTY WHATSOEVER AND SHALL NOT BE HELD RESPONSIBLE WITH RESPECT TO THE PERFORMANCE OF USERS' REGISTRATION TO THE WEBSITE IN TERMS OF BUSINESS OPPORTUNITIES, CONTACTS ACHIEVED, NUMBER OF VISITS OR ANY OTHER BUSINESS RESULTS OR EXPECTATIONS OF ANY KIND. 11.3 EMBRATUR, ITS PARTNERS, DIRECTORS, OFFICERS AND EMPLOYEES SHALL NOT BE NOT RESPONSIBLE OR LIABLE FOR: (A) THE ACCURACY, PROPRIETY, LEGALITY OR TRUTHFULNESS OF ANY INFORMATION THAT APPEARS ON OUR WEBSITE ABOUT THE VISITBRAZIL MARKETPLACE REGISTERED MEMBERS OR THEIR PRODUCTS OR SERVICES (INCLUDING BUT NOT LIMITED TO COMPANY NAME, CONTACT PERSON AND DETAILS, PRODUCT DESCRIPTION AND SPECIFICATIONS, PHOTOGRAPHS, VIDEOS, ETC.) WHICH INFORMATION IS PROVIDED BY THE REGISTERED MEMBERS; AND (B) THE CONDUCT OF ANY OF OUR REGISTERED MEMBERS IN RELATION TO THEIR BUSINESS ACTIVITIES USING OR PROVIDING INFORMATION ON OUR WEBSITE. 11.4 WHILE EMBRATUR AGREES TO MAKE ITS BEST EFFORTS IN ORDER TO HAVE ITS WEBSITE OPERATIONAL AND ACCESSIBLE, EMBRATUR OFFERS NO WARRANTY WHATSOEVER AS TO THE TECHNICAL PERFORMANCE OF ITS WEBSITE. EMBRATUR, ITS PARTNERS, DIRECTORS, OFFICERS AND EMPLOYEES SHALL IN NO EVENT BE HELD LIABLE FOR ANY DAMAGES, DIRECT OR INDIRECT, RESULTING FROM THE USE OR IMPOSSIBILITY TO USE THE WEBSITE, INCLUDING DAMAGES ASSOCIATED TO THE LOSS OF PROFITS, LOST OPPORTUNITIES, BUSINESS INTERRUPTIONS OR LOSS OF DATA.

12. HYPER-LINKS
12.1 Embratur is not liable for the content of other websites available through hyperlinks from this Website, including a User's linked websites, as the case may be (hereinafter "Linked Sites"). Such Linked Sites have been created and/or approved by third parties and Embratur is not acting as an editor or publisher of the information and material contained in these Linked Sites. In the event that Embratur modifies any content on a Linked Site, it will notify the Registered Member and unless the Registered Member notifies Embratur to remove the modifications or itself modifies the content, the Registered Member thereby approves of such modification. Embratur is not affiliated with and does not endorse the Linked Sites, the owners or operators of the Linked Sites or the products and/or services made available on these sites. This Website is not sponsored by the Linked Sites or their owners or operators. Your navigation to these Linked Sites and their marking as bookmarks are your sole responsibility. 12.2 Embratur may refuse the use of hyperlinks to this Website if the link is made to another page than the home page of this Website, through deep linking, framing or mirroring, or if the surrounding context in which the hyperlink is used is harmful to the honor or reputation of Embratur.

13. EMBRATUR’S USE OF USER CONTENT
13.1 As a User, you understand and agree that whether or not you are a Registered Member, Embratur may transfer to third parties any or all of the User Content you have provided and posted on this Website, in exceptional circumstances, provided that the third party to which the information is transferred has expressly committed to protect your PII and seek confirmation from you on any further use of the information.

13.2 This Website is designed for business-to-business operations and needs and is therefore primarily addressed to companies and other forms of corporate entities involved in international trading activities. As a Registered Member, you understand and agree that all proprietary information entered on the Website, whether in the obligatory or optional fields provided, will be posted on the Website and made available to other Users and to the public. However, Embratur wishes to maintain and protect the integrity and privacy of personally identifiable information, whether such information belongs to an individual or a corporate entity. To that effect, we invite you to read our Privacy Policy.

14. TERMINATION
14.1 A Registered Member's membership may be terminated immediately, upon receipt a written notice from Embratur through email or other means, in the circumstances where a Registered Member has failed to comply with any material term, covenant, obligation or representation set out in this Agreement.

14.2 Embratur may terminate a Registered Member's membership upon prior written notice of ten (10) days, for any reason at Embratur’s discretion, namely if it has any reason to believe that a Registered Member's continued membership may be prejudicial to Embratur or to other Registered Members.

15. JURISDICTION
15.1 Any disputes or questions arising from this Agreement that cannot be settled administratively, shall be processed and adjudicated under the laws of the Republic of Brazil and subject to the jurisdiction of the Federal Court of the Republic of Brazil, in the City of Brasília / DF, Judicial Section of the Federal District, to the exclusion of any other forums, however privileged.

16. FINAL PROVISIONS
The parties represent and warrant that have the capacity to enter into this Agreement and that this Agreement constitutes legal, valid and binding obligations of their part. This Agreement constitute the entire agreement between you and Embratur regarding the use of the Website. The failure of Embratur to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is determined by a court to be void and unenforceable, such provision shall not affect any other provision of this Agreement or their validity or enforceability. Embratur shall have the right to assign any of its obligations and duties in this Agreement to any person or entity. This Agreement has been drawn up in Portuguese, Spanish, English and Chinese.

17. DISPUTES
The parties represent and warrant that have the capacity to enter into this Agreement and that this Agreement constitutes legal, valid and binding obligations of their part. This Agreement constitute the entire agreement between you and Embratur regarding the use of the Website. The failure of Embratur to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is determined by a court to be void and unenforceable, such provision shall not affect any other provision of this Agreement or their validity or enforceability. Embratur shall have the right to assign any of its obligations and duties in this Agreement to any person or entity. This Agreement has been drawn up in Portuguese, Spanish, English and Chinese.

VISITBRAZIL MARKETPLACE TERMS OF USE AGREEMENT Revised September 12, 2018