Terms of Use
Updated on: November 24, 2023
A warm welcome to Mercado Eletrônico (“ME”) B2B Platform (“Platform”). These Terms of Use describe the terms and conditions applicable to Your company's ("You", "Your") access of and use of the Online Services, as well as ME’s obligations with respect to it.
About Mercado Eletrônico
The Platform and Online Services are provided by Mercado Eletrônico (“ME”), whose responsible entity will depend on Your location:
| CLIENT LOCATION | ME ENTITY |
|---|---|
| European Union and European Economic Area | ME Mercado Eletrónico Portugal S.A. |
| United States of America | ProcurePro Inc. |
| Mexico | ME PROCUREPRO MEXICO S DE RL DE CV |
| Brazil and other jurisdictions | Mercado Eletrônico S.A. |
Access of the Online Services
Your access or use of the ME Online Services ("Online Services") is strictly subject to Your compliance with these Terms of Use and ME's then-current policies applicable to the Online Services. “Online Services" means the services made available to You online, in which You enroll and/or use. If You do not accept the terms of this Terms of Use, then the Online Services will be unavailable to You as a supplier. By entering this Terms of Use, You represent and warrant that You are authorized to do so for Your company.
Eligibility to Use the Online Services
The Online Services are available only to registered users of the applicable Online Services. By accepting these Terms of Use, You acknowledge that Your profile information will become part of ME supplier database and will be searchable by Trading Partners (“Trading Partners”, “Buyers”). ME retains the sole right and discretion to decide whether You may register for or use any Service. No individual consumer is permitted to act as a user of the Online Services.
Data Confidentiality and Security
ME agrees to use reasonable efforts to maintain, safeguard, and not use or disclose Your Data except as needed to facilitate Your use of the Online Services, track usage, address security, fraud prevention and data integrity requirements, respond to requests of government authorities, perform aggregated and anonymous analytics, and otherwise to perform services under this Terms of Use. The term "Data" shall mean profile information, transaction and other data You send to ME through ME B2B Platform due to the use of the Online Services or that You generate through Your use of the Online Services.
Security for all personally identifiable information (named as “Personal Data” in some jurisdictions) is extremely important to ME. We have implemented technical, administrative, and physical security measures to attempt to protect Your personally identifiable information from unauthorized access and improper use. We also protect Your identifiable information offline. Only ME employees who need the information to perform a specific job (for example, customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment. We continually review all such measures and update them when appropriate. Unfortunately, no data transmission over the Internet, which may include the usage of other related software, can be guaranteed to be 100% secure. As a result, while we strive to protect Your personal information, ME cannot ensure or warrant the security of any information You transmit via the internet. By transmitting any such information to ME, You accept that You do so at Your own risk.
Confidentiality of ME Information
Information (but not Your Data) about the processing capabilities of the Online Services, the technology or interface features of the Online Services, and the notices and updates sent by ME to You are proprietary and confidential information of ME and You hereby agree not to share such information with third parties or use such information except to support Your Use of the Online Services. Exceptions: The restrictions on disclosure or usage of information contained in this section will not apply to information that (i) is already known to a party prior to disclosure by the other party; (ii) is or becomes a matter of public knowledge through no fault of the receiving party; (iii) is rightfully received from a third party without a duty of confidentiality; (iv) is independently developed by the receiving party; (v) is disclosed under operation of law (i.e., in response to a subpoena, governmental or regulatory request, or the like); or (vi) is disclosed by a party with the other party's prior written approval. By sending us any ideas, suggestions or documents ("Feedback"), You agree that (i) Your Feedback does not contain the confidential or proprietary information of third-parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, and (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) You grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and You irrevocably waive, and cause to be waived, against ME and its users any claims and assertions of any rights, whether intellectual property rights or otherwise, contained in such Feedback.
Administrative Access to Your content
When You sign up for the Online Service, You associate one or more email addresses with Your account. If You use an email address provided by a company of which You are a part (such as yourname@youremployer.com or yourname@nonprofit.org), You decide to grant that Company and its administrator(s) permission to access, use, transfer, export, disclose, share, restrict, and/or remove the content that You have associated with the email address that includes Your domain.
You acknowledge and understand that a company may choose to use one or more third-party applications connected with the use of the Online Services by their teams and that by associating content with an email address that includes the domain of an entity, You are granting permission to have such content shared with such application. You also acknowledge and understand that an entity may restrict or terminate Your access to content associated with the email address that includes Your domain.
Please remember that You can associate more than one email address with Your Platform account, so You may want to consider associating personal content with a personal email address.
Use of Third-Party Applications
If You choose to use any third-party applications linked to Your use of the Online Services, You will be consenting to Your Content being shared with such third-party applications. To understand how such an external provider of applications uses Your Information, You should review the respective privacy policy involved.
Intellectual Property
Each party shall continue to own all right, title, and interest in its intellectual property and materials associated with these Terms of Use. Additionally, neither party provides any license to its intellectual property or materials except as set forth herein. You grant to ME a limited, personal, non-sublicensable, non-exclusive license to use Your information and associated intellectual property necessary for ME to provide information on or about Your products and services as part of the Online Services. You agree that ME may collect, use and disclose quantitative data derived from Your use of the Online Services for industry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify You.
Name and Trademarks
Trade name, trademark, or logo that represents ME, are protected by U.S. and international trademark laws and may not be used without prior written approval of ME.
Fees, Your Registration and Sign-up Obligations
For using the Online Services, You may be eligible to paying fees to ME. These fees will be governed by these Terms of Use and will be defined in additional documents (“Supplier Fees for Online Services”, “SFOS”) to be disclosed to You, that may or may not be accepted by You. There may be one or more SFOS’s for any services provided to You by ME and/or for each Buyer You may trade with. These SFOS’s will be cumulative.
All information that You provide to ME must be accurate (e.g., Your name, address, and credit charge information (if applicable)), whether or not supplied during the registration process. If there are any fees applicable to Your use of the Online Services, ME will collect information relating to billing You (data required for calculating a proper bill is referred to as "Billing Data"). ME shall not disclose Billing Data to third parties or use the Billing Data, except that ME shall have the right (i) to use the Billing Data as necessary to perform under this Terms of Use and any Optional Services and charge You as described in this Terms of Use (including disclosing the Billing Data to third parties processing the billing for ME); (ii) to maintain the Billing Data as long as necessary or as required by law and used internally for record keeping, internal reporting, and support purposes, which may include transfer to an ME Affiliate's IT systems for processing (such ME Affiliate system may be in a country other than the country in which the ME network system is hosted); and (iii) to provide the Billing Data as required by law or court order, or to defend ME's rights in a legal dispute. ME may provide Your Trading Partner with basic account payment status information regarding fees due by You arising from that specific trading relationship upon reasonable request of the Trading Partner. Such payment status information may include as a reference the ME invoice number, date of invoice and fees due arising from that relationship.
You agree to accept responsibility for all activities that occur under Your account. You are responsible for maintaining the confidentiality of Your password, if any, and for restricting access to Your computer (or other Internet access device, as applicable) so that others may not access the password protected portion of the Online Services using Your account information in whole or in part.
You are responsible for updating and maintaining the accuracy of Your personal information that You provide to or through the Online Services.
Limited Warranty and Limitation of Liability
ME warrants that it has full power and authority to provide the Online Services and all related services to You and to grant You the rights granted herein. THE ONLINE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ANY CONTENT OBTAINED BY YOU THROUGH THE ONLINE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. IN NO EVENT SHALL ME BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM INTERRUPTION OF USE, LOSS OR CORRUPTION OF DATA, OR LOST PROFITS OR MORAL DAMAGES, WHETHER OR NOT ME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS TERMS OF USE OR YOUR ONLINE SERVICES USE. ME’s TOTAL LIMIT ON LIABILITY arising out of or related to these Terms of Use and Your use of the Online Services (whether in contract, tort or otherwise) shall not exceed the amount You have paid to ME within the quarter prior to the event that gave rise to the liability.
Termination or Suspension
You may terminate this Terms of Use and/or any SFOS’s at any time, for any reason, by notifying ME-with a 30-day-notice. If You are dissatisfied with the Online Services or with any term, condition, rule, policy, guideline or practice of ME in operating the Online Services, Your sole and exclusive remedy is to discontinue using the Online Services. If You have paid Fees to ME, You will not receive any refund under any circumstances if You cancel.
ME may terminate this Terms of Use and/or any SFOS’s at any time, for any reason and without notification to You. In that event, Your access to the Online Services may be totally or partially terminated, for one or more than one Trading Partners, which may impact the processing of any pending or future transaction documents between You and Your Trading Partner.
Compliance and Prohibited Actions
You will not use the Online Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third-parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, or other proprietary or property right, false advertising, telemarketing, unfair competition, defamation, invasion of privacy, rights of celebrity, or other federal or state law, rule, or regulation.
You may not use any information obtained from the Online Services in order to harass, abuse, or harm another person.
In order to protect the integrity of ME, any of its websites, of the Platform and and the Online Services, ME reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Online Services. You may not use any technologies or processes to circumvent any IP blocks or other mechanism put in place by ME to limit, restrict, or prevent access to the Online Services.
You may not reproduce, copy, bulk download, redistribute, or resell any content contained within the Online Services without the express written consent of ME. You may not use any software, devices, scripts, crawlers, robots, or other automated processes to copy, scrape, or systematically acquire any content contained within the Online Services without the express written consent of ME. You may not frame or mirror any ME website or content without the express written consent of ME.
You may not enter personal data in fields with free text input, nor in documents that may be uploaded by You in the Platform.
Indemnification
You agree to indemnify, hold harmless and defend ME, its managers, members, officers, directors, employees, agents, or affiliates (collectively the "Indemnified Parties") at Your expense, against any and all third-party claims, actions, proceedings, and suits brought against any of the Indemnified Parties, and against all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees) incurred by the Indemnified Parties arising out of or relating to (i) Your breach of any term or condition of these Terms of Use; (ii) Your breach of any term or condition of any SFOS’s that are duly executed and in force; or (iii) Your use of the Online Services. In such a case, the Indemnified Party or Parties will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. The Indemnified Party or Parties will reserve the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.
Modifications
ME RESERVES THE RIGHT, AT OUR SOLE DISCRETION, TO MODIFY THE ONLINE SERVICES OR TO MODIFY THESE TERMS OF USE, INCLUDING THE SERVICE FEES, AT ANY TIME AND WITHOUT PRIOR NOTICE, UNLESS THE MODIFICATIONS REQUIRE US TO PROVIDE YOU WITH NOTICE UNDER APPLIACBLE LAW. IF WE MODIFY THESE TERMS OF USE, WE WILL EITHER POST THE MODIFICATION ON THE ONLINE SERVICES OR OTHERWISE PROVIDE YOU WITH NOTICE OF THE MODIFICATION. WE WILL ALSO UPDATE THE "LAST UPDATED" DATE AT THE TOP OF THESE TERMS. BY CONTINUING TO ACCESS OR USE THE ONLINE SERVICES AFTER WE HAVE PROVIDED YOU WITH NOTICE OF A MODIFICATION, YOU ARE INDICATING THAT YOU AGREE TO BE BOUND BY THE MODIFIED TERMS OF USE. IF THE MODIFIED TERMS ARE NOT ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE USING THE ONLINE SERVICES.
Miscellaneous
Notices under these Terms of Use shall be sufficient only if in writing and transmitted via email to juridico@me.com.br or personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested accordingly to Your respective Jurisdiction:
| CLIENT LOCATION | ADDRESSES |
|---|---|
| European Union and European Economic Area | Rua Latino Coelho, 13, 1º andar, na freguesia das Avenidas Novas, Lisboa, Portugal |
| United States of America | 299 Alhambra cir, suite 403, Coral Gables, FL, 33134, EUA |
| Mexico | Lago Alberto 375, Ciudad de México Ciudad de México, C.P. 11320, OFFICE 19-112, México |
| Brazil and other jurisdictions | Rua Fidêncio Ramos, 213 - 8º andar, Vila Olímpia, CEP 04551-010, São Paulo/SP, Brasil |
These Terms of Use contain the entire agreement between You and ME with respect to the Online Services. These Terms of Use supersede all prior communications and proposals, whether electronic, oral or written, between You and ME with to the Online Services. Any rights not expressly granted herein are reserved.
This Terms of Use may not be assigned or transferred without written consent of ME.
This Terms of Use shall be governed by, construed, and enforced in accordance with the applicable laws accordingly to Your respective Jurisdiction. All disputes controversies or differences that may arise between the parties with respect to this Terms of Use and the parties’ performance hereunder shall be settled amicably through mutual consultation and negotiation. Should the parties, however, fail to resolve any controversies over the interpretation of, or any dispute arising out of, this Terms of Use, or anything incidental hereto, these shall then be settled accordingly to Your respective jurisdiction:
| CLIENT LOCATION | LAW/COURT |
|---|---|
| European Union and European Economic Area | APPLICABLE LAW: Laws of the Portuguese Republic JURISDICTION/ELECTION COURT: Judicial Court of the Lisbon District |
| United States of America | APPLICABLE LAW: Internal Laws of the State of Florida, excluding the conflict of laws provisions of Florida JURISDICTION/ELECTION COURT: Binding arbitration, before a single arbitrator mutually acceptable to both parties, in the State of Florida, USA |
| Mexico | APPLICABLE LAW: Commercial Code and other Mexican Federal Laws JURISDICTION/ELECTION COURT: Mexico City, Mexico |
| Brazil and other jurisdictions | APPLICABLE LAW: Laws of the Federative Republic of Brazil JURISDICTION/ELECTION COURT: Forum of the District of São Paulo/SP |
Disclaimer
ME does not guarantee that any business can be achieved between any Trading Partners and You due to the acceptance given to these Terms of Use. ME liability is exclusively related to the provision of the technological solution to You (“Online Services”) in order to make feasible transactions between Trading Partners and You.
Acceptance Terms of Use
I ACKNOWLEDGE THAT I HAVE REVIEWED THIS TERMS OF USE AND UNDERSTAND ITS TERMS, MY RESPONSIBILITIES AND THEIR CONSEQUENCES. IN ADDITION, I ACKNOWLEDGE THE EXISTENCE OF THE ADDITIONAL DOCUMENTS (SFOSs) THAT MAY ARISE FROM MY USE OF THE ONLINE SERVICES.